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Letter of Offer
Dated: July 30, 2025
For Eligible Equity Shareholders only
(Please scan this QR code to view the
Letter of Offer)
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 37.
Registered and Corporate Office: 2nd Floor, Knowledge House, Shyam Nagar Off Jogeshwari-Vikhroli Link Road,
Near Talav, Jogeshwari East, Mumbai – 400 060; Telephone: +91 22 4518 4399
Contact Person: Charu Srivastava, Company Secretary and Compliance Officer
Email: investorrelations@praxisretail.in; Website: www.praxisretail.in
Corporate Identity Number: L52100MH2011PLC212866
OUR PROMOTERS: KISHORE BIYANI AND FUTURE CORPORATE RESOURCES PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF PRAXIS HOME RETAIL LIMITED (THE “COMPANY” OR THE
“ISSUER”) ONLY
ISSUE OF UP TO 4,95,80,000 EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH OF THE COMPANY (“RIGHTS EQUITY SHARES”) 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 ₹ 4,958.00 LAKHS* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 11 RIGHTS
EQUITY SHARES FOR EVERY 30 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD
DATE, THAT IS ON MARCH 20, 2025 (“RECORD DATE”) (THE “ISSUE”). FOR FURTHER DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 170.
* Assuming full subscription in the Issue. Subject to finalisation of Basis of Allotment
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
Neither our Company, nor our Promoters, nor any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers.
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 17.
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 March 4,
2025, and March 7, 2025, 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 ICDR Master Circular. BSE shall be the Designated Stock Exchange for the purpose of this Issue.
LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE
PRIME SECURITIES LIMITED NEW BERRY CAPITALS PRIVATE LIMITED MUFG INTIME INDIA PRIVATE LIMITED
1109/1110, Maker Chambers V, Nariman Point A-602 Marathon NextGen Innova, Ganpatrao Kadam (formerly known as Link Intime India Private Limited)
Mumbai – 400021, Maharashtra, India Marg, Veer Santaji Lane, Lower Parel, Mumbai City, C-101, 1st Floor, 247 Park, LBS Marg, Surya Nagar,
Telephone: +91 22 61842525 Mumbai, Maharashtra, India, 400013 Gandhi Nagar, Vikhroli (West), Mumbai – 400 083,
Email: projectorchid@primesec.com Telephone: +91 22 48818446 Maharashtra, India.
Investor Grievance Email: Email: mb@newberry.in Telephone: +91 810 811 4949
projectorchid@primesec.com Investor Grievance Email: grievances@newberry.in E-mail: praxis.rights2025@ in.mpms.mufg.com
Website: www.primesec.com Website: www.newberry.in Investor grievance E-mail:
Contact Person: Apurva Doshi Contact Person: Ankur Sharma praxis.rights2025@in.mpms.mufg.com
SEBI Registration No.: INM000000750 SEBI Registration No.: INM000012999 Website: https://in.mpms.mufg.com
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
ISSUE PROGRAMME*
ISSUE OPEN ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON#
Thursday, August 7, 2025 Tuesday, August 12, 2025 Monday, August 18, 2025
*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 ...................................................................................................... 15
SECTION II – RISK FACTORS ...................................................................................................................... 17
SECTION III – INTRODUCTION ................................................................................................................... 36
THE ISSUE .......................................................................................................................................................... 36
GENERAL INFORMATION ............................................................................................................................... 37
CAPITAL STRUCTURE ..................................................................................................................................... 43
OBJECTS OF THE ISSUE .................................................................................................................................. 48
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................... 53
SECTION IV – ABOUT OUR COMPANY ..................................................................................................... 57
INDUSTRY OVERVIEW .................................................................................................................................... 57
OUR BUSINESS .................................................................................................................................................. 71
OUR MANAGEMENT ........................................................................................................................................ 77
SECTION V: FINANCIAL INFORMATION ................................................................................................. 81
FINANCIAL STATEMENTS .............................................................................................................................. 81
MATERIAL DEVELOPMENTS ....................................................................................................................... 144
ACCOUNTING RATIOS .................................................................................................................................. 145
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................... 147
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 158
OUTSTANDING LITIGATIONS AND DEFAULTS ....................................................................................... 158
GOVERNMENT AND OTHER APPROVALS ................................................................................................ 160
OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................................................... 161
SECTION VII – ISSUE RELATED INFORMATION ................................................................................. 170
TERMS OF THE ISSUE .................................................................................................................................... 170
SECTION VIII – OTHER INFORMATION ................................................................................................. 199
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................... 199
DECLARATION ................................................................................................................................................ 201
0SECTION 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 57, 53, 81, 158 and 170 respectively, shall
have the meaning given to such terms in such sections.
General terms
Term Description
“Praxis Home Retail Praxis Home Retail Limited, a public limited company incorporated under the
Limited” or “We” or “us” Companies Act, 1956 and having its registered and corporate office at 2nd Floor,
or “Our Company” or Knowledge House, Shyam Nagar Off Jogeshwari-Vikhroli Link Road, Near Talav,
“the Company” or “the Jogeshwari East, Mumbai – 400 060.
Issuer”
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, 2025, which comprises of the balance sheet as at March 31, 2025, 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, 2025, including a summary
of significant accounting policies and other explanatory information. For details, see
“Financial Statements” on page 81.
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 Regulation 2(1)(bb) of the SEBI ICDR Regulations and as described in “Our
Management – Key Managerial Personnel” on page 77 .
Memorandum / Memorandum of association of our Company, as amended from time to time.
1Term Description
Memorandum of
Association / MoA
Preference Shares The 9 % redeemable non-cumulative 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 and Corporate The registered office of our Company located at 2nd Floor, Knowledge House, Shyam
Office Nagar Off Jogeshwari-Vikhroli Link Road, Near Talav, Jogeshwari East, Mumbai –
400 060.
Registrar of Companies/ The Registrar of Companies, Maharashtra at Mumbai.
RoC
Shareholders / Equity The equity shareholders of our Company, for the time being.
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.
Praxis ESOP - 2024 Praxis Home Retail Limited Employee Stock Option Plan – 2024 pursuant to a special
resolution passed by the shareholders of our Company on April 27, 2024.
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 HDFC
Issue/Refund Bank 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
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
2Term Description
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, SEBI circular bearing reference number
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular bearing
reference number CIR/CFD/DIL/1/2011 dated April 29, 2011, SEBI ICDR Master
Circular (to the extent it pertains to the rights issue process) and any other circular
issued by SEBI in this regard and any subsequent circulars or notifications issued by
SEBI in this regard
Banker to the Company HDFC Bank Limited
Banker to the Issue HDFC Bank Limited
Banker to the Issue Agreement dated March 13, 2025 amongst our Company, the Lead Managers, 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 170.
Controlling Branches / Such branches of the SCSBs which co-ordinate with the Lead Managers, 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.
Draft Letter of Offer / The draft letter of offer dated December 19, 2024, filed with the Stock Exchanges
DLOF 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., Thursday, March 20, 2025
Shareholder(s)
Independent Auditor for M/s DMKH & Co., Chartered Accountants
the Issue
ISIN International Securities Identification Number.
Issue / Rights Issue Issue of up to 4,95,80,000 Rights Equity Shares for cash at a price of ₹ 10/- per Rights
Equity Share, including a share premium of ₹ 5/- per Rights Equity Share for an
3Term Description
aggregate amount upto ₹ 4,958.00 lakhs* on a rights basis by our Company to the
Eligible Equity Shareholders in the ratio of 11 Rights Equity Shares for every 30 Equity
Shares held by the Eligible Equity Shareholders on the Record Date.
*Assuming full subscription
Issue Agreement Issue agreement dated December 13, 2024, between our Company and the Lead
Managers, pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Closing Date Thursday, August 7, 2025
Issue Opening Date Monday, August 18, 2025
Issue Documents Collectively, Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer,
Application Form, the Rights Entitlement Letter, any other issue material
Issue Period The period between the Issue Opening Date and the Issue Closing Date, inclusive of
both days, during which Applicants/Investors can submit their Applications, in
accordance with the SEBI ICDR Regulations.
Issue Price ₹ 10/- per Rights Equity Share.
Issue Proceeds/Gross The gross proceeds raised through the Issue.
Proceeds
Issue Size The issue of up to 4,95,80,000 Rights Equity Shares aggregating to an amount upto ₹
4,958.00 lakhs*.
*Assuming full subscription
Lead Managers to the Prime Securities Limited and New Berry Capitals Private Limited
Issue/ Lead Managers
Letter of offer/ LOF The Letter of Offer dated Wednesday, July 30, 2025, to be filed with the Stock
Exchanges and SEBI after obtaining in-principle approval from BSE & NSE.
Listing Agreement The listing agreements entered into between our Company and the Stock Exchanges in
terms of the SEBI Listing Regulations.
Materiality Threshold Materiality threshold adopted by our Committee of Directors by way of its resolution
dated July 30, 2025, in relation to the disclosure of outstanding civil litigation, where
the amount involved is equal to or in excess of ₹ 594.85 lakh (being 5% percent of the
revenue of the Company as per the audited financial statements of the Company for
the immediately preceding financial year).
Multiple Application Multiple application forms submitted by an Eligible Equity Shareholder/Renouncee in
Forms respect of the Rights Entitlement available in their demat account. However
supplementary applications in relation to further Equity Shares with/without using
additional Rights Entitlements will not be treated as multiple application.
Net Proceeds Issue Proceeds less the Issue-related expenses. For details, see “Objects of the Issue”
on page 48
Non-Institutional An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as
Investor(s) / NII defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations.
Non – ASBA Applicant/ Investors other than ASBA Investors who apply in the Issue otherwise than through
Non - ASBA Investor the ASBA process.
Offer Document(s) This Letter of Offer, Draft Letter of Offer, Abridged Letter of Offer including any
notices, corrigenda thereto.
On Market Renunciation The renouncement of Rights Entitlements undertaken by the Investor by trading them
over the secondary market platform of the Stock Exchanges through a registered stock
broker in accordance with the SEBI Rights Issue Circulars, circulars issued by the
Stock Exchanges from time to time and other applicable laws, on or before Tuesday,
August 12, 2025.
Off Market Renunciation The renouncement of Rights Entitlements undertaken by the Investor by transferring
them through off market transfer through a depository participant in accordance with
the SEBI Rights Issue Circulars, circulars issued by the Depositories from time to time
and other applicable laws.
QIBs / Qualified Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Buyers Regulations.
Record Date Designated date for the purpose of determining the Shareholders eligible to apply for
4Term Description
the Rights Equity Shares in the Issue, being Thursday, March 20, 2025
Registrar / Registrar to MUFG Intime India Private Limited (formerly known as Link Intime India Private
the Issue Limited)
Registrar Agreement Agreement dated December 5, 2024, entered into between our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to this Issue.
Renouncee(s) Person(s) who, has/have acquired Rights Entitlements from the Eligible Equity
Shareholders on renunciation either through On Market Renunciation or through Off
Market Renunciation in accordance with the SEBI ICDR Regulations, the SEBI Rights
Issue Circulars, the Companies Act and any other applicable law.
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date. Such period shall
close on Tuesday, August 12, 2025, in case of On Market Renunciation. Eligible Equity
Shareholders are requested to ensure that renunciation through Off-market transfer is
completed in such manner that the Rights Entitlements are credited to the demat
account of the Renouncee on or prior to the Issue Closing Date.
Retail Individual An individual Investor who has applied for Rights Equity Shares for an amount not
Investor / RII more than ₹ 2,00,000 (including an HUF applying through karta in the Issue as defined
under Regulation 2(1)(vv) of the SEBI ICDR Regulations.
Rights Entitlements/ REs The number of Rights Equity Shares that an Eligible Equity Shareholder is entitled to
in proportion to his / her shareholding in our Company as on the Record Date, being
11 Rights Equity Share(s) for every 30 fully paid-up Equity Share(s) held by the
Eligible Equity Shareholder on the Record Date.
Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI Rights Issue
Circulars, the Rights Entitlements shall be credited in dematerialized form in respective
demat accounts of the Eligible Equity Shareholders before the Issue Opening Date.
Rights Entitlement Letter Letter including details of Rights Entitlements of the Eligible Equity Shareholders.
Rights Equity Shares / Equity Shares of our Company to be Allotted pursuant to the Issue.
Rights Shares
Self-Certified Syndicate Self-certified syndicate banks registered with SEBI, which offers the facility of ASBA.
Banks / SCSBs A list of all SCSBs is available on
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated
from time to time and/or such other website(s) as maybe prescribed by SEBI from time
to time.
Stock Exchanges BSE and NSE where the Equity Shares are presently listed.
Transfer Date The date on which the Application Money blocked in the ASBA Account will be
transferred to the Allotment Account in respect of successful Applications, upon
finalization of the Basis of Allotment, in consultation with the Designated Stock
Exchange.
Wilful Defaulter or An entity or person categorised as a wilful defaulter or fraudulent borrower by any
Fraudulent Borrower bank or financial institution or consortium thereof, in terms of Regulation 2(1)(lll) of
the SEBI ICDR Regulations.
Working Day In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means all
days on which commercial banks in Mumbai are open for business. Further, in respect
of Issue Period, working day means all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in Mumbai are open for business. Furthermore,
the time period between the Issue Closing Date and the listing of Equity Shares on the
Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges,
excluding Sundays and bank holidays.
5Business and Industry Related Terms
Terms Description
GDP Gross Domestic Product
GVA Gross Value Added
HNIs High Networth Individuals
IIP Index of Industrial Production
IT Information Technology
MRP Maximum Retail Price
PMAY Pradhan Mantri Awas Yojana
SKU Stock Keeping Units
TV Television
Conventional, General Terms and Abbreviations
Term Description
₹/ Rs./ Rupees/ INR Indian Rupees
A/c Account
AGM Annual General Meeting
AIF Alternative investment fund, as defined and registered with SEBI under the Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
BSE BSE Limited
CAGR Compounded annual growth rate
CDSL Central Depository Services (India) Limited
CCD Compulsorily Convertible Debentures
CIN Corporate Identity Number
Companies Act Companies Act, 2013 and the rules made thereunder
Consolidated FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued
from time to time
CSR Corporate Social Responsibility
Depositories Act The Depositories Act, 1996
Depository Participant / A Depository participant as defined under the Depositories Act
DP
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary general meeting
EPS Earnings per Share
ERP Enterprise Resource Planning
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations made
thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial year / Fiscal/ FY Period of 12 (twelve) months beginning April 1 and ending March 31 of that particular
year, unless otherwise stated
Foreign Portfolio Investor Foreign portfolio investor as defined under the SEBI FPI Regulations
/ FPI
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018
FVCI Foreign Venture Capital Investors registered under the FVCI Regulations
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
6Term Description
GDP Gross Domestic Product
Government / Government of India
Government of India / GoI
GST Goods and Services Tax
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
IFRS International Financing Reporting Standards of the International Accounting
Standards Board
Ind AS Indian accounting standards prescribed under Section 133 of the Companies Act, as
notified under the Companies (Indian Accounting Standards) Rules, 2015
Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015
ISIN International Securities Identification Number allotted by the depository
IT Information Technology
I.T. Act / IT Act Income Tax Act, 1961
I. T. Rules Income Tax Rules, 1962
Listing Agreements The listing agreements entered into by our Company with the Stock Exchanges
MAT Minimum Alternate Tax
MCA Ministry of Corporate Affairs, Government of India
MICR Magnetic ink character recognition
MoU Memorandum of Understanding
Mutual Fund Mutual Fund registered with SEBI under the SEBI Mutual Fund Regulations.
NA / N.A. Not Applicable
NACH National Automated Clearing House which is a consolidated system of ECS
NAV Net asset value
NCLT National Company Law Tribunal
NCLAT National Company Law Appellate Tribunal
NEFT National Electronic Fund Transfer
Net Worth The aggregate value of the paid-up share capital and all reserves created out of the
profits, securities premium account and debit or credit balance of profit and loss
account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance
sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation
NI Act Negotiable Instruments Act, 1881
NSDL National Securities Depositories Limited
NR / Non-Resident A person resident outside India, as defined under the FEMA
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NRI Non-Resident Indian
NSE The National Stock Exchange of India Limited
OCB / Overseas A company, partnership, society or other corporate body owned directly or indirectly
Corporate to the extent of at least 60% by NRIs including overseas trusts, in which not less than
Body 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which
was in existence on October 3, 2003 and immediately before such date was eligible to
undertake transactions pursuant to general permission granted to OCBs under FEMA
OCI Overseas Citizen of India
p.a. Per Annum
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
P/E Ratio Price / Earnings Ratio
7Term Description
PIO Persons of Indian Origin
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
RTGS Real Time Gross Settlement
RONW Return on Net Worth
SCORES SEBI Complaints Redress System
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India, constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019, as amended
SEBI Rights Issue SEBI master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
Circulars/ Rights Issue November 11, 2024
Circulars/ SEBI ICDR
Master Circular
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations Takeovers) Regulations, 2011, as amended
Securities Act United States Securities Act of 1933
STT Securities Transaction Tax
TAN Tax Deduction Account Number
Trade Marks Act Trade Marks Act, 1999
US United States of America
US GAAP Generally Accepted Accounting Principles in United States
VCF A venture capital fund (as defined and registered with SEBI under the erstwhile
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996)
8NOTICE TO INVESTORS
Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and the Draft Letter of
Offer, Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other
applicable Issue material (collectively, the “Issue Materials”) will be sent/ dispatched only to the Eligible Equity
Shareholders who have provided Indian address and who are located in jurisdictions where the offer and sale of the
Rights Entitlement and the Rights Equity Shares are permitted under laws of such jurisdiction and does not result in
and may not be construed as, a public offering in such jurisdictions. Pursuant to the Rights Issue Circulars, in case
such Eligible Equity Shareholders have provided their valid e-mail address, the Issue Materials will be sent only to
their valid e-mail address and in case such Eligible Equity Shareholders who have not provided their e-mail address,
then the Issue Materials will be dispatched, on a reasonable effort basis, to the Indian addresses provided by them.
Those overseas shareholders who do not update our records with their Indian address or the address of their duly
authorized representative in India, prior to the date on which we propose to dispatch the Issue Materials, shall not be
sent any Issue Materials. Further, the Letter of Offer will be provided through e-mail by the Registrar on behalf of our
Company to the Eligible Equity Shareholders who have provided their email addresses to our Company and who make
a request in this regard. Investors can also access the Draft Letter of Offer/Letter of Offer, the Abridged Letter of Offer
and the Application Form from the websites of the Registrar, our Company, the Lead Managers, and the Stock
Exchanges.
Our Company shall also endeavour to dispatch physical copies of the Issue Materials to Eligible Equity Shareholders
who have provided an Indian address to our Company. Our Company, the Lead Managers, and the Registrar will not
be liable for non-dispatch of physical copies of Issue Materials.
No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that
purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or
indirectly, and the Issue Materials may not be distributed in any jurisdiction, except in accordance with legal
requirements applicable in such jurisdiction. Receipt of the Issue Materials will not constitute an offer in those
jurisdictions in which it would be illegal to make such an offer and, under those circumstances, the Issue Materials
must be treated as sent for information only and should not be copied, redistributed or acted upon for subscription to
Rights Equity Shares or the purchase of Rights Entitlements. Accordingly, persons receiving a copy of the Issue
Materials should not, in connection with the issue of the Rights Entitlements or Rights Equity Shares, distribute or
send such document in, into the United States or any other jurisdiction where to do so would, or might contravene
local securities laws or regulations or would subject the Company, Lead Managers or their respective affiliates to any
filing or registration requirement (other than in India). If Issue Materials is received by any person in any such
jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Entitlement or Rights Equity
Shares referred to in Issue Materials. Envelopes containing an Application Form should not be dispatched from any
jurisdiction where it would be illegal to make an offer, and all persons subscribing for the Rights Equity Shares in this
Issue must provide an Indian address.
Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in the
Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to acquire the
Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and regulations prevailing in
his jurisdiction without requirement for our Company, the Lead Managers or their respective affiliates to make any
filing or registration (other than in India).
Neither the delivery of the Issue Materials nor any sale or offer hereunder, shall under any circumstances create any
implication that there has been no change in our Company’s affairs from the date hereof or that the information
contained herein is correct as at any time subsequent to the date of the Draft Letter of Offer/Letter of Offer or date of
such information.
The contents of the Draft Letter of Offer/Letter of Offer and Abridged Letter of Offer should not be construed
as business, legal, tax or investment advice. Prospective investors may be subject to adverse foreign, state or
local tax or legal consequences as a result of buying or selling of Rights Equity Shares or Rights Entitlements.
As a result, each investor should consult its own counsel, business advisor and tax advisor as to the legal,
business, tax and related matters concerning the offer of Rights Equity Shares or Rights Entitlements. In
addition, neither our Company nor the Lead Managers nor any of their respective affiliates are making any
9representation to any offeree or purchaser of the Rights Equity Shares or the Rights Entitlements regarding
the legality of an investment in the Rights Equity Shares or the Rights Entitlements by such offeree or
purchaser under any applicable laws or regulations.
NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the United States
Securities Act, 1933, as amended (“Securities Act”), or any U.S. state securities laws and may not be offered, sold,
resold or otherwise transferred within the United States of America or the territories or possessions thereof (“United
States” or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities
Act (“Regulation S”), except in a transaction exempt from the registration requirements of the Securities Act. The
Rights Entitlements and Rights Equity Shares referred to in the Draft Letter of Offer/ Letter of Offer are being offered
in India and in jurisdictions where such offer and sale of the Rights Equity Shares and/ Or Rights Entitlements are
permitted under laws of such jurisdictions, but not in the United States. The offering to which the Draft Letter of
Offer/Letter of Offer, and Abridged Letter of Offer relates is not, and under no circumstances is to be construed as, an
offering of any securities or rights for sale in the United States or as a solicitation therein of an offer to buy any of the
said securities or rights.
Accordingly, the Letter of Offer/ Abridged Letter of Offer, Rights Entitlement Letter and Application Form should
not be forwarded to or transmitted in or into the United States at any time.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation
from any person, or the agent of any person, who appears to be, or who our Company, or any person acting on behalf
of our Company has reason to believe is, in the United States of America when the buy order is made. No payments
for subscribing for the Rights Equity Shares shall be made from US bank accounts and all persons subscribing for the
Rights Equity Shares and wishing to hold such Rights Equity Shares in registered form must provide an address for
registration of the Rights Equity Shares in India. Our Company is making this Issue on a rights basis to the Eligible
Equity Shareholders and will dispatch the Letter of Offer or Abridged Letter of Offer and the Application Form only
to Eligible Equity Shareholders who have provided an Indian address to our Company.
We, the Registrar, the Lead Managers or any other person acting on behalf of us, reserve the right to treat as
invalid any Application Form which: (i) does not include the certification set out in the Application Form to
the effect that the subscriber does not have a registered address (and is not otherwise located) in the United
States and is authorised to acquire the Rights Entitlements and the Rights Equity Shares in compliance with
all applicable laws and regulations; (ii) appears to us or its agents to have been executed in, electronically
transmitted from or dispatched from the United States; (iii) where a registered Indian address is not provided;
or (iv) where we believe that Application Form is incomplete or acceptance of such Application Form may
infringe applicable legal or regulatory requirements; and we shall not be bound to allot or issue any Rights
Equity Shares in respect of any such Application Form.
Rights Entitlements may not be transferred or sold to any person in the United States.
10PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references to “India” contained in this Letter of Offer
are to the Republic of India and the ‘Government’ or ‘GoI’ or the ‘Central Government’ or the ‘State Government’
are to the Government of India, Central or State, as applicable. Unless otherwise specified or the context otherwise
requires, all references in this Letter of Offer to the ‘US’ or ‘U.S.’ or the ‘United States’ are to the United States of
America and its territories and possessions.
Unless otherwise specified, all references in this Letter of Offer are in Indian Standard Time. Unless indicated
otherwise, all references to a year in this Letter of Offer are to a calendar year.
A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable.
Unless stated otherwise, all references to page numbers in are to the page numbers of this Letter of Offer.
Financial Data
Unless stated or the context requires otherwise, our financial data included in this Letter of Offer is derived from the
Audited Financial Statements for the financial year ended on March 31, 2025. For further information, see “Financial
Information” on page 81.
We have prepared our Audited Financial Statements in accordance with Ind AS prescribed under Section 133 of the
Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended, Regulation 33
of the SEBI Listing Regulations and guidance notes issued by ICAI. Our Company publishes its financial statements
in Indian Rupees. Any reliance by persons not familiar with Indian accounting policies and practices on the financial
disclosures presented in this Letter of Offer should accordingly be limited.
Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and ends on March
31 of that particular calendar year. Accordingly, all references to a particular Financial Year or Fiscal or FY, unless
stated otherwise, are to the 12 months period ending on March 31 of that particular calendar year.
In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. Unless
stated otherwise, throughout this Letter of Offer, all figures have been expressed in lakhs.
Market and Industry Data
Unless stated otherwise, market and industry data used in this Letter of Offer has been obtained or derived from
publicly available information, industry publications and sources. Industry publications generally state that the
information that they contain has been obtained from sources believed to be reliable but that the accuracy, adequacy,
completeness, reliability or underlying assumption are not guaranteed. Similarly, internal surveys, industry forecasts,
market research and industry and market data used in this Letter of Offer, while believed to be reliable, have not been
independently verified by our Company, the Lead Managers or their respective affiliates and neither our Company,
the Lead Managers, nor their respective affiliates make any representation as to the accuracy of such information.
Accordingly, Investors should not place undue reliance on this information.
Certain industry related information in the sections titled “Industry Overview”, “Our Business”, “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” on pages 57, 71 , 17 and
147 respectively, have been derived from an industry report titled “India Home Furniture Market 2024-2029” dated
September 10, 2024, prepared by Mordor Intelligence Private Limited (the “Home Furniture Report’’) an
independent research house, pursuant to an engagement with our Company.
11Currency and Units of Presentation
All references to “Rupees” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All
references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official currency of the
United States of America.
Certain numerical information has been presented in this Letter of Offer in “Lakhs” units. 1,00,00,000 represents one
crore and 10,00,000 represents one million.
In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures derived from our Audited Financial Statements in decimals have been rounded off to the
second decimal and all percentage figures have been rounded off to two decimals.
Exchange Rates
These conversions should not be construed as a representation that these currency amounts could have been, or can
be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Indian Rupee and the respective foreign currencies:
Currency Exchange rate as on (in ₹)
March 31, 2025 March 31, 2024
1 US$ 85.58 83.37
(Source: www.fbil.org.in)
The price for the period end refers to the price as on the last trading day of the respective fiscal year.
12FORWARD LOOKING STATEMENTS
Certain statements contained in this Letter of Offer that are not statements of historical fact constitute ‘forward-looking
statements’. Investors can generally identify forward-looking statements by terminology including ‘anticipate’,
‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘future’, ‘forecast’, ‘intend’, ‘may’, ‘objective’, ‘plan’,
‘potential’, ‘project’, ‘pursue’, ‘shall’, ‘should’, ‘target’, ‘will’, ‘would’ or other words or phrases of similar import.
Similarly, statements that describe our objectives, plans or goals are also forward-looking statements. However, these
are not the exclusive means of identifying forward-looking statements. All statements regarding our Company’s
expected financial conditions, results of operations, business plans and prospects are forward-looking statements.
These forward-looking statements may include planned projects, revenue and profitability (including, without
limitation, any financial or operating projections or forecasts) and other matters discussed in this Letter of Offer that
are not historical facts.
These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third party),
are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause
the actual results, performance or achievements of our Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements or other projections. All
forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement. Important
factors that could cause our actual results, performances and achievements to differ materially from any of the forward-
looking statements include, among others:
• Our Company has incurred losses in the past, which may adversely impact our business and financial conditions.
• One of our Promoters is undergoing Corporate Insolvency Resolution Process (CIRP), which may adversely
affect our business, financial position and timely completion of the process relating to the Rights Issue.
• Our Company and certain persons of Promoter Group are involved in certain legal proceedings, including IBC
matters. Any adverse outcome in these proceedings may adversely affect our business, compliance framework,
reputation and ability to explore various business resources.
• Our Company, our Promoters and Promoter Group were involved in certain legal proceedings initiated by the
Securities and Exchange Board of India in the past. The adverse decisions in these proceedings may adversely
affect our business and results of operations.
• Our Statutory Auditor has included certain remarks on our Audited Financial Statements. The Statutory
Auditors’ report issued under the Companies (Auditor’s Report) Order, 2020 (“CARO”), on our Audited
Financial Statements contains a few disclaimers of opinion on certain matters.
• Reduction in Promoter Group shareholding and proposed reclassification of Promoter may adversely impact
our governance structure, investor perception, and strategic direction
• Our business is subject to seasonal and cyclical volatility and our inability to forecast the trends and consumer
preferences or demands in the forthcoming seasons may contribute to fluctuations in our results of operations
and financial condition.
• The success of our business is dependent on our procurement systems, supply chain management and efficient
logistics, and any disruption in the same may affect our business adversely.
• If we are unable to enter into new leasehold or rental agreements for locations suitable for our stores, or we are
unable to renew our existing leasehold or rental agreements for our current stores, it may adversely affect our
expansion and growth plans.
13• Any adverse impact on the title or ownership rights or development rights of our landlords from whose premises
we operate may impede our effective operations of our stores, offices or distribution centres in the future.
For further discussion of factors that could cause the actual results to differ from the expectations, see the sections
“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 17, 71 and 147, respectively. By their nature, certain market risk disclosures are only estimates
and could be materially different from what actually occurs in the future. As a result, actual gains or losses could
materially differ from those that have been estimated.
Forward-looking statements reflect the current views of our Company as at the date of this Letter of Offer and are not
a guarantee or assurance of future performance. These statements are based on our management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions upon
which these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Accordingly, we cannot
assure investors that the expectations reflected in these forward-looking statements will prove to be correct and given
the uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of
these risks and uncertainties materialise, or if any of our Company’s underlying assumptions prove to be incorrect,
the actual results of operations or financial condition of our Company could differ materially from that described
herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to our
Company are expressly qualified in their entirety by reference to these cautionary statements.
14SUMMARY OF THIS LETTER OF OFFER
The following is a general summary of certain disclosures included in this Letter of Offer and is neither exhaustive,
nor does it purport to contain a summary of all the disclosures in this Letter of Offer or all details relevant to
prospective investors. This summary should be read in conjunction with and is qualified by, the more detailed
information appearing in this Letter of Offer, including the sections titled “Risk Factors”, “Objects of the Issue”, “Our
Business” and “Outstanding Litigations and Defaults” on pages 17, 48, 71 and 158 , respectively.
Summary of our Business
Our Company operates brick-and-mortar and online stores of home furniture and home fashion under the brand name
“HomeTown” and caters to home retail segment in India. This retail format brings together under one roof, a wide
range of furniture, home furnishing goods, kitchenware, other home related accessories and quality services including
complete home design, modular kitchen, among others, giving customers a great in-store experience. In addition, an
exciting range of accessories, such as clocks, wall hangings and décor make it a complete one stop shop for all home
needs.
Objects of the Issue
Our Company intends to utilize the Net Proceeds raised through the Issue towards the following objects:
(₹ In lakhs)
S. Particulars Estimated
No. amount
1. To reduce the current liabilities by repaying part of our Borrowings 1,000.00
2. To reduce the current liabilities by repaying part of our outstanding trade payables 2,800.00
3. General corporate purposes 1,053.46
Total Net Proceeds* 4,853.46
*Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment. The amount utilized for
general corporate purposes shall not exceed 25.00% of the Gross Proceeds.
For further details, see “Objects of the Issue” on page 48.
Intention and extent of participation by our Promoters and Promoter Group in the Issue
Our Promoter, Kishore Biyani, by letter dated December 16, 2024, (the “Promoter Subscription Letter”) and by a
subsequent reaffirmation letter dated July 28, 2025, issued on behalf of the Promoter Group of the Company, except
Future Corporate Resources Private Limited, has confirmed and ensured the following:
i. to subscribe to their Rights Entitlements in the Issue or renounce a portion of their Rights Entitlements in favour
of the Promoters or other member(s) of our Promoter Group or in favour of existing shareholders of the Company
or third party investors;
ii. to subscribe to additional Rights Equity Shares including subscribing to any unsubscribed portion in the Issue,
if any, or subscription pursuant to Rights Entitlement acquired through renunciation, either individually or jointly
and / or severally with any other members of the Promoter Group, subject to compliance with the minimum
public shareholding requirements, as prescribed under the SCRR, the Companies Act, the SEBI ICDR
Regulations, the SEBI Listing Regulations, the SEBI Takeover Regulations and other applicable laws /
regulations.
The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above their Rights
Entitlements, as applicable, or subscription to the unsubscribed portion of this Issue, shall not result in a change of
control of the management of our Company. Our Company is and will be in compliance with Regulation 38 of the
SEBI Listing Regulations and will continue to comply with the minimum public shareholding requirements under the
Applicable Law.
15Our other Promoter, Future Corporate Resources Private Limited (“FCRPL”), holding only a 0.31% shareholding of
our Company, has been admitted to corporate insolvency resolution proceedings (“CIRP”) by the Hon’ble National
Company Law Tribunal, Mumbai bench (“NCLT”), consequent to the proceedings initiated by the Central Bank of
India (“Financial Creditor”) against FCRPL under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC”).
Further, an Interim Resolution Professional (“IRP”) has been appointed by the NCLT to take control of FCRPL and
the erstwhile management has been suspended in accordance with the provisions of the IBC. Therefore, Mr. Kishore
Biyani is unable to provide confirmation on behalf of FCRPL regarding its participation to subscribing or renouncing
to the Rights Entitlements of FCRPL. However, if any such instructions are received from the IRP of FCRPL, our
Company / Board shall duly consider such subscription or renouncement, as the case may be.
Summary of Outstanding Litigations and Defaults
A summary of outstanding legal proceedings involving our Company as on the date of this Letter of Offer is set forth
in the table below:
Nature of Cases Number Amount Involved*
of Cases (₹ lakhs)
Litigations involving our Company
Proceedings involving issues of moral turpitude or criminal liability 1 Nil
Matters involving material violations of statutory regulations by our Nil Nil
Company
Economic offences where proceedings have been initiated against our Nil Nil
Company
Other proceedings involving our Company which involve an alleged amount 3 6,999.00
exceeding the Materiality Threshold and other pending matters which, if they
result in an adverse outcome would materially and adversely affect the
operations or the financial position of our Company
* To the extent quantifiable.
For further details, see “Outstanding Litigations and Defaults” beginning on page 158.
Risk Factors
For details of the risks associated with our Company, please see the section titled “Risk Factors” on page 17.
Contingent Liabilities
For details of contingent liabilities for the Fiscal 2025, please see the section titled “Financial Statements” on page 81
Related Party Transactions
For details of related party transactions for the Fiscal 2025, please see the section titled, see “Financial Statements”
on page 81.
Issue of Equity Shares for consideration other than cash in the last one year
No Equity Shares have been issued by our Company for consideration other than cash during the period of one year
immediately preceding the date of filing of this Letter of Offer.
16SECTION II – RISK FACTORS
An investment in equity shares involves a high degree of risk. This section describes the risks that we currently believe
may materially affect our business, financial condition and results of operations. You should carefully consider each
of the following risk factors and all other information set forth in this Letter of Offer, including the risks and
uncertainties described below, before making an investment in the Rights Equity Shares.
The risks and uncertainties described below are not the only risks that we currently face. Additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely
affect our business, prospects, financial condition and results of operations and cash flows. If any or some combination
of the following risks, or other risks that we do not currently know about or believe to be material, actually occur, our
business, financial condition and results of operations and cash flows could suffer, the trading price of, and the value
of your investment in our equity shares could decline, and you may lose all or part of your investment. In making an
investment decision, you must rely on your own examination of our Company and the terms of this Issue, including
the merits and risks involved.
To obtain a complete understanding of our Company, prospective investors should read this section in conjunction
with “Our Business”, “Industry Overview”, “Financial Information” beginning on pages 71, 57 and 81 respectively,
as well as the financial, statistical and other information contained in this Letter of Offer. In making an investment
decision, prospective investors must rely on their own examination of us and the terms of the Issue including the merits
and risks involved. You should consult your tax, financial and legal advisors about the consequences to you of an
investment in our Rights Equity Shares.
This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results could
differ materially from such forward-looking statements as a result of certain factors, including the considerations
described below and elsewhere in this Letter of Offer.
Unless otherwise stated, references to “we”, “us”, “our” and “the Company” are to Praxis Home Retail Limited on
a standalone basis.
Internal Risk Factors
1. Our Company has incurred losses in the past, which may adversely impact our business and financial
conditions.
Our Company has incurred losses amounting to ₹ (3,497.85) lakhs as per the Audited Financial Statements for Fiscal
2025. Our losses during the above-mentioned periods have been primarily due to lower revenues on account of non-
availability of sufficient inventory and consequently low footfall of customers in our retail stores. The accumulated
losses have resulted in erosion of net worth of the Company, which indicates material uncertainty on our Company’s
ability to continue as a going concern. Our ability to operate profitably depends upon a number of factors, some of
which are beyond our direct control. These factors include, but are not limited to, competition, customer taste and
preferences. If we continue to incur losses, our business and the financial conditions could be adversely affected.
Further, we have not paid any dividend in the past and our ability to pay dividends in the future will depend upon
various factors. There can be no assurance that we will, or have the ability to, declare and pay any dividends on the
Equity Shares in the near future. The declaration, payment and amount of any future dividends are subject to the
discretion of the Board and will depend upon a number of factors, including our Company's results of operations,
future earnings, profitability, capital requirements for future expansions and available surplus, general financial
conditions, contractual restrictions, applicable Indian law restrictions and other factors considered relevant by our
Board.
2. One of our Promoters is undergoing Corporate Insolvency Resolution Process (CIRP), which may adversely
affect our business, financial position and timely completion of the process relating to the Rights Issue.
One of our Promoters, Future Corporate Resources Private Limited (“FCRPL”), has been admitted to corporate
insolvency resolution process (“CIRP”) by the Hon’ble National Company Law Tribunal, Mumbai bench (“NCLT”),
17following an application filed by Central Bank of India against FCRPL under Section 7 of the Insolvency and
Bankruptcy Code, 2016 (“IBC”) and appointed an Interim Resolution Professional (“IRP”) to take control of FCRPL.
As on the date of this Letter of Offer, FCRPL holds 0.31% shareholding in our company. Since the IRP has assumed
control of FCRPL, the erstwhile management of FCRPL has been suspended as per the provisions of the IBC. As a
result, the erstwhile management of FCRPL is restrained from taking any action concerning our Company's affairs,
including various actions related to the proposed Rights Issue. For instance, FCRPL has not independently confirmed
its intention and extent of participation in this Rights Issue. Although our another Promoter – Mr. Kishore Biyani, has
assured to subscribe additional Rights Equity Shares including subscribing to any unsubscribed portion in the Issue,
either individually or jointly and / or severally with any other members of the Promoter Group, however, such non-
confirmation by IRP of FCRPL may lead to procedural delays and affect the timelines of the Rights Issue.
The uncertainty and potential financial implications arising from the CIRP could have a material adverse effect on our
business, financial condition, and results of operations. Consequently, this may adversely affect the trading price of
our Equity Shares and the success of the Rights Issue. Further, the erstwhile management of FCRPL shall not be
capable of acting on behalf of FCRPL in consonant with Promoter Group. For example, we cannot assure that the IRP
of FCRPL shall vote in the same manner in which the other persons or entities belonging to the Promoter Group vote
on any matters requiring approval from shareholders. Furthermore, as a Promoter of our Company, FCRPL may be
required to provide business and compliance support to us. Any non-provision of or delay in providing such support
may result in penalties, fines or such other regulatory actions which may negatively impact our business operations
and financial condition.
3. Our Company and certain persons of Promoter Group are involved in certain legal proceedings, including IBC
matters. Any adverse outcome in these proceedings may adversely affect our business, compliance framework,
reputation and ability to explore various business resources.
Our Company and certain persons of our Promoter Group are currently involved in various legal proceedings in India,
including proceedings initiated under the Insolvency and Bankruptcy Code (IBC). These legal proceedings are
pending at different levels of adjudication before various courts and tribunals. We cannot assure that these legal
proceedings will be decided in our favor. We may incur significant expenses and management time in these
proceedings and may have to make provisions in our financial statements, which may affect our profitability and
adversely affect our financial condition.
Any adverse outcome of these proceedings could have a material adverse effect on our reputation, business, financial
condition, and results of operations. Additionally, it could adversely impact our ability to explore various resources
required for our business and would also impact exercise of significant influence by our Promoter Group. Such adverse
outcomes could negatively affect the trading price of our Equity Shares. For further details on the outstanding
litigations pertaining to our Company, refer to the chapter titled “Outstanding Litigation and Defaults” beginning on
page 158.
4. Our Company, our Promoters and Promoter Group were involved in certain legal proceedings initiated by the
Securities and Exchange Board of India in the past. The adverse decisions in these proceedings may adversely
affect our business and results of operations.
Our Company and our Promoters were previously involved in legal proceedings initiated by SEBI. For instance, on
December 12, 2019, our Company allotted 7,500 Compulsorily Convertible Debentures (“CCDs”) to one of our
Promoters, Future Corporate Resources Private Limited (“FCRPL”). Upon exercising the conversion option for 3,180
CCDs of the initially allotted 7,500 CCDs, FCRPL was allotted 30,00,000 equity shares of our Company on February
11, 2020. This exercise of conversion option resulted in an increase in FCRPL’s shareholding in our Company from
1,16,82,558 Equity Shares (47.43%) to 1,46,82,558 Equity Shares (53.13%), registering a 5.71% increase as of
February 11, 2020. In light of this increase in shareholding, a show cause notice dated October 19, 2022, was issued
by SEBI to our Promoters and members of our Promoter Group (“Noticees”) for the violation of Regulation 3 (3) and
3 (2) read with Regulation 25 (5) of SEBI Takeover Regulations. It was alleged that since the increase in FCRPL’s
shareholding in our Company post-allotment was 5.71%, FCRPL along with the Noticees (persons acting in concert)
were required to make a public announcement of the open offer under Regulation 3 (3) and 3 (2) read with Regulation
25 (5) of SEBI Takeover Regulations. Since FCRPL along with other Noticees failed to make the public
announcement, SEBI, vide its order dated April 28, 2023 levied a monetary penalty of ₹20 lakhs in aggregate on our
18Promoters and members of our Promoter Group for violating the SEBI Takeover Regulations. The penalty was
remitted to SEBI by FCRPL and another member of the Promoter Group, Surplus Finvest Private Limited, on May 9,
2023, and May 10, 2023, respectively.
In another matter, SEBI through its order dated February 3, 2021 (“Order”), restrained our Promoters and Promoter
Group from accessing the securities markets for a specified period, alleging trading in the scrip of Future Retail
Limited based on unpublished price sensitive information (“UPSI”). Aggrieved by the Order, our Promoters along
with other noticees challenged the Order before the Securities and Appellate Tribunal (“SAT”). SAT, through its order
dated December 20, 2023, quashed the impugned Order, stating that the UPSI relating to the demerger was already in
the public domain. Therefore, the trading done by the appellants after the publication of the information cannot be
considered as trading while in possession of UPSI.
Although these legal proceedings are no longer outstanding, the adverse decisions, if any, resulting from these
proceedings may lead to significant expenses and management time devoted to compliance. This could increase our
expenses and liabilities. Additionally, initiation of any new/ fresh proceedings in future and any adverse outcomes
thereof, and their subsequent media coverage could have a significant negative impact on our reputation, business,
financial condition, and results of operations. This could potentially affect the trading price of our Equity Shares.
5. Our Statutory Auditor has included certain remarks on our Audited Financial Statements. The Statutory
Auditors’ report issued under the Companies (Auditor’s Report) Order, 2020 (“CARO”), on our Audited
Financial Statements contains a few disclaimers of opinion on certain matters.
Our Statutory Auditors have included certain remarks or basis of disclaimer of opinion in their report on our Audited
Financial Statements for Fiscal 2025. For further information, see “Management’s Discussion and Analysis on the
Financial Conditions and Results of Operations - Reservations, qualifications, matter of emphasis, adverse remarks /
other observations in caro” page 147.
There can be no assurance that any similar remarks or basis of disclaimer of opinion or matters of emphasis will not
form part of our financial statements for the future periods, or that such remarks will not affect our financial results in
future. Investors should consider such adverse remarks in evaluating our financial condition, results of operations and
cash flows. Any such adverse remarks in the auditors’ report and/ or CARO report on our financial statements in the
future may adversely affect the trading price of the Equity Shares.
6. Reduction in Promoter Group shareholding and proposed reclassification of Promoter may adversely impact
our governance structure, investor perception, and strategic direction
As on March 31, 2025, the Promoter Group of our Company held 23.61% of the total paid-up equity share capital.
However, as on the date of filing this Letter of Offer, the Promoter Group’s shareholding has reduced significantly to
9.92%. Further, Mr. Kishore Biyani, one of the Promoters of our Company, has, vide his letter dated June 09, 2025,
expressed his intention to reclassify himself and other persons acting in concert with him from the “Promoter Group”
category to the “Public” category, subject to compliance with the conditions prescribed under Regulation 31A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and receipt of necessary approvals,
including from the shareholders and stock exchanges. For further information, please see “Material Developments” on
page 144.
There can be no assurance that such reclassification will be approved or completed in a timely manner, or at all. If the
reclassification is approved, the Company may no longer have an identifiable promoter or promoter group, which could
impact investor perception, strategic direction, and governance of the Company. Additionally, the significant reduction
in promoter group shareholding may be perceived as a lack of long-term commitment by the existing promoters, which
could adversely affect investor confidence and the market price of the Equity Shares.
Further, in the absence of a controlling shareholder or promoter group, the Company may be more susceptible to hostile
takeovers or changes in control and may face challenges in maintaining continuity in strategic decision-making and
long-term business planning. Any such developments could materially and adversely affect our business, financial
condition, results of operations, and prospects.
197. Our business is subject to seasonal and cyclical volatility and our inability to forecast the trends and consumer
preferences or demands in the forthcoming seasons may contribute to fluctuations in our results of operations
and financial condition.
We offer wide range of a wide range of furniture, home furnishing goods, kitchenware, other home related accessories
and quality services including complete home design, modular kitchen, among others. We offer our products at our
stores that our consumers require and our success is dependent on our ability to meet our consumers’ requirements. It
is difficult to predict consistently and successfully the consumption patterns of the customers. The success of our
business depends in part on our ability to identify and respond to the evolving consumption patterns in various lines of
businesses that we operate in. Our success depends upon our ability to forecast, anticipate and respond to the changing
customer preferences and home decor trends in a timely manner which may include designing new products or
modifying our existing products in line with such changing customer preferences and home decor trends.
We plan our products based on the forecast of consumer buying patterns as well as on the forecast of home retail and
trends in the forthcoming seasons. The retail consumer spending is heavily dependent on the economy and, to a large
extent, on various festive occasions. Any mismatch between our forecasts, our planning and the actual purchase by
customers can impact us adversely, leading to excess inventory and requiring us to resort to higher markdown and thus
lower margins in order to clear such inventory. Consumer preferences are susceptible to change with change in home
retail and trends, and their service level expectations too can change from time to time.
Further, for us to remain competitive, our designers have to keep themselves abreast with the latest global trends and
home decor demands and more importantly understand the requirements of the customers. In order to design our
products for the various brands we distribute, we conduct data analytics and explore home decor trends to introduce
new and original concepts in the market. While our design and development carries a structured approach, we cannot
assure that the current portfolio of products or future portfolio of products created through future designs will be
received well by our customers. This may result in a non-recovery of costs incurred on design and development, costs
on distribution and lead to inventory that may not be sold or shall be sold slower than anticipated. This may have a
material adverse effect on our business and results of operations. Failure to timely identify the changing patterns or
effectively respond to such trends, preferences and spending patterns could negatively affect our relationship with our
customers and the demand for our products.
As a result, our revenue and profits may vary during different quarters of the financial year and certain periods may
not be indicative of our financial position for a full financial year or future quarters or periods and may be below market
expectations. Further, any unanticipated decrease in demand for our products during our peak selling season could
result into higher closing inventory position, which may lead to sale and liquidation of inventory getting delayed against
the trajectory under normal course of business, which could adversely affect our financial position and business
operations.
Our success depends partly upon our ability to forecast, anticipate and respond to such changing consumer preferences
and trends in a timely manner. Any failure by us to identify and respond to such emerging trends in consumer
preferences could have a material adverse effect on our business. Our inability to identify and recognize international
and domestic trends and the risk of obsolescence could adversely affect our business and profitability. Our brand image
may also suffer if customers believe we are no longer able to offer the latest design. The occurrence of these events
could adversely affect our cash flows, financial condition and business operations.
8. The success of our business is dependent on our procurement systems, supply chain management and efficient
logistics, and any disruption in the same may affect our business adversely.
We strive to keep optimum inventory at our stores and our warehouse to control our costs and working capital
requirements. Inefficient supply chain management and wrong predictions of information technology systems could
adversely affect availability of merchandise at our stores which would affect results of operations. Ensuring shelf
availability for our products warrants meticulous planning since the lead times are long and requires high level of
coordination between the suppliers, our warehouse and our stores.
Further, we rely on our network of suppliers to supply our products in each region where we operate. Hence, our
business is dependent on maintaining good relationships with our suppliers. Furthermore, our growth as a business
20depends on our ability to attract additional high-quality and cost-efficient suppliers to our network. We cannot assure
you that our current suppliers will continue to do business with us or that we can continue to attract additional suppliers
to our network. Any inability to maintain the stability of our supply network and to attract such additional suppliers to
our network will affect our ability to meet the consumer demands for our products in a timely manner and may have
an adverse impact on our business, results of operations and financial condition.
Some of the furniture, furnishings and general merchandise items retailed through our stores are imported from
countries like Indonesia, China, Malaysia, Thailand and Vietnam. Any inability to maintain stable supply network with
suppliers in these countries or any adverse political, economic or social condition in these countries, may lead to
disruption or delay in supply of goods to us, which may have an adverse impact on our business, results of operations
and financial condition. Further, in the event, any anti-dumping or import duty were to be levied on such imports or
vendors or imports from such countries or vendors is prohibited or restricted, the import of goods may become unviable
for us or may be disrupted, which may adversely impact our operations and financial results.
9. If we are unable to enter into new leasehold or rental agreements for locations suitable for our stores, or we are
unable to renew our existing leasehold or rental agreements for our current stores, it may adversely affect our
expansion and growth plans.
As of June 30, 2025, we have 16 stores across 14 cities across 10 states majorly in Maharashtra, West Bengal, Odisha,
Uttar Pradesh and Telangana. We do not own any of the premises in which our stores and distribution centres are
situated, and these are operated on a leasehold/ leave and license basis. Our office premises at Mumbai is also on license
basis. Our registered and corporate office is located at “2nd Floor, Knowledge House, Shyam Nagar Off Jogeshwari-
Vikhroli Link Road, Near Talav, Jogeshwari East, Mumbai – 400 060”, which is not owned by our Company. Such
leasehold/ leave and license basis arrangements may require renewal or escalations in rentals/ license fee from time to
time during the lease/ license period.
Whilst we typically have long-term license/lease arrangements, the term of some of our license/lease arrangements will
complete in the next few years. We may not be able to renew our leases or licenses on terms acceptable to us or at all.
In the event that any of our leases or licenses are not renewed, and we will be required to vacate our stores, identify
alternative real estate and enter into fresh lease or leave and license agreements, suffer losses in terms of existing
furniture and fixtures and the cost of restoring furniture and fixtures at the new location, which could result in loss of
business and may adversely affect our operations and profitability. We may also face the risk of being evicted in the
event that our landlords allege a breach on our part of any terms under these lease/ leave and license agreements and
there is no assurance that we will be able to identify suitable locations to re-locate our operations. Further, for our
expansion plans we need to identify new real estate locations and enter into new lease or leave and license agreements.
Any failure to identify such new real estate locations may affect our expansion plans and business operations.
10. Any adverse impact on the title or ownership rights or development rights of our landlords from whose premises
we operate may impede our effective operations of our stores, offices or distribution centres in the future.
Most of the premises from which we operate our stores / offices / distribution centres are taken by us on long term
lease or sub-lease or leave and license and/or on the basis of other contractual agreements with third parties. We may
continue to enter into such transactions with third parties. Any adverse impact on the title / ownership rights /
development rights of our landlords from whose premises we operate our stores may impede our business, our
operations and our profitability. The financial impact of such aforesaid risk cannot be quantified.
In the past, we have been subject to lock-in period for some of our lease agreements. In the event, we renew our lease
agreements or enter into new lease agreements and such arrangements also prescribe a lock-in period or such other
similar restrictions, it will prevent us from moving our stores even if there are events or circumstances that impede
our profitability. Any such event and such restrictive covenants in our lease agreements affect our ability to move the
location of our stores and may adversely affect our business, financial condition and results of operations.
11. We operate in a competitive market and our failure to match such competition may adversely affect our
business.
The home furniture, home fashion and furnishing industry in which we operate is highly competitive and there exists
21competition from other domestic and international brands. A number of different competitive factors could have a
material adverse effect on our operational results and financial condition including:
i. anticipating and responding to changing customers’ demands;
ii. to satisfy and explain properly the specialties of each product;
iii. sourcing products efficiently;
iv. to undertake strong and effective marketing;
v. to provide post sell services in relation to the product bought by the customer;
vi. to maintain our reputation in the markets in which we operates;
vii. to increase our presence at different platform including e – retailing; and
viii. to maintain the relationship with customers’ and our brand partners.
Some of our competitors may have more financial and human resources, better access to attractive retail store locations
or closer relationships with brand partners. Competition may lead to, among other things, higher costs for retail space
and lower sales per retail store, all of which could have a material adverse impact on our results of operations and
financial condition and lower our profit margins.
12. Our inability or failure to maintain a balance between optimum inventory levels and our product offering at
our stores may adversely affect our business, results of operations and financial condition.
We strive to keep optimum inventory at our stores, distribution centres and warehouse for in-store as well as online
sales, to control our costs and working capital requirements through our dynamic supply chain management. An
optimal level of inventory is important to our business as it allows us to respond to consumer demand effectively and
to maintain a range of merchandise at our stores. At the same time, we aim to minimise excessive inventories which
would result in higher levels of discounting. If we fail to accurately forecast customer demand, we may experience
excess inventory levels or a shortage of products available for sale in our stores, distribution centres and e-commerce
market places. In addition, if we underestimate customer demand for our products, we may be required to outsource
the manufacture of additional quantities to third parties. Our third-party manufacturers may not be able to deliver
products to meet our requirements, and this could result in delays in the shipment of products to our points of sale and
may damage our reputation and customer relationships. There can be no assurance that we will be able to successfully
manage our inventory at a level appropriate for future customer demand. To maintain an optimal inventory, we monitor
our inventory levels based on our projections of demand as well as on a real-time basis. Unavailability of products,
which are in high demand, may depress sales volumes and adversely affect our customer relationships. However, there
have been no such instances of shortcoming in inventory or product offering in the preceding three Fiscals which had
adverse effect on the business, result of operations and financial conditions of our Company.
If we over-stock inventory, our required working capital will increase and we will incur additional financing costs. If
we under-stock inventory, our ability to meet consumer demand and our operating results may be adversely affected.
Any mismatch between our planning and the actual consumption by consumers can impact us adversely, leading to
potential excess inventory and requiring us to resort to higher markdown and thus lower margins, in order to clear
such inventory. Any of the aforesaid circumstances could have a material adverse effect on our business, results of
operations and financial condition.
Inventory levels in excess of consumer demand may result in inventory write – offs and the sales of excess inventory
at a discounted price, which would cause our gross margin to suffer. Any write – downs or write – offs and sale of
excess inventory at discounted prices could also impair the strength and exclusivity of our brands. In addition, if we
underestimate consumer demand for products distributed by us, we may not be able to service the demand for the
products and this may damage our reputation and consumer relationships.
13. Risks associated with the suppliers from whom our products are sourced and the safety of those products could
adversely affect our financial performance.
The products sold by us are sourced from a wide variety of domestic and international suppliers. Global sourcing of
many of the products, we sell is an important factor in our financial performance. All of our suppliers must comply
with applicable laws, including labour and environmental laws, and otherwise be certified as meeting our required
supplier standards of conduct. Our ability to find qualified suppliers who meet our standards, and to access products
22in a timely and efficient manner is a significant challenge, especially with respect to suppliers located and goods
sourced outside of the respective states in which the stores are located. Political and economic instability in India or
political instability in certain states of India in which the suppliers are located, the financial instability of suppliers,
suppliers’ failure to meet our supplier standards, labour problems experienced by our suppliers, the availability of raw
materials to suppliers, merchandise quality issues, currency exchange rates, transport availability and cost, transport
security, inflation, and other factors relating to the suppliers and the countries in which they are located are beyond
our control. These and other socio economic factors affecting our suppliers and our access to products could adversely
affect our financial performance.
Our customers count on us to provide them with safe products. Concerns regarding the safety of products that we
source from our suppliers and then sell could cause shoppers to avoid purchasing certain products from us, or to seek
alternative sources of supply for their needs. Any loss of confidence on the part of our customers would be difficult
and costly to re-establish. As such, any issue regarding the safety of any items we sell, regardless of the cause, could
adversely affect our financial performance.
14. We are dependent on maintaining and enhancing awareness of our brands “HomeTown” and we may not
succeed in that to the extent desired.
We believe that maintaining and enhancing the effectiveness of the brands in our brands portfolio is a major
contributing factor to expand our consumer base. Maintaining and enhancing our owned brands may require us to
make substantial investments in areas such as outlet operations, marketing and employee training etc., and these
investments may not be successful. We use various media channels to promote our brands including placing
advertisements and commercials on television, newspapers, hoardings and on digital media and continue to aim at
investing in marketing initiatives for brand recall, demand pull, create awareness about the product or enhance
reputation of the brand. In the event marketing initiatives do not produce desired outcome, it may adversely impact
business performance.
As we expand into new geographic markets, consumers in these markets may not accept our brands. We anticipate
that, as our business expands into new markets and as the market becomes increasingly competitive, maintaining and
enhancing our brands may become increasingly difficult and expensive. If we are unable to enhance the visibility of
our brands and generate commensurate sales, it would have an adverse effect on our business and financial condition.
15. We rely on our information technology systems and third parties for procuring IT services to process
transactions, summarize results and manage our business. Disruptions in both our primary and secondary
(backup) systems could harm our ability to run our business.
It is critical that we maintain uninterrupted operation of our business’ critical information technology systems. Our
information technology systems, including our back-up systems, are subject to damage or interruption from power
outages, computer and telecommunications failures, computer viruses, security breaches, catastrophic events such as
fires, tornadoes and hurricanes, and usage errors by our employees. If our information technology systems and our
back-up systems are damaged or cease to function properly, we may have to make significant investment to fix or
replace them, and we may suffer interruptions in our operations in the interim.
Any material interruption in both of our information technology systems and back-up systems may have a material
adverse effect on our business or results of operations. Further, if we fail to integrate our information technology
systems and processes we may fail to realize the benefits anticipated to be derived from these initiatives. Any delay
in implementation, problems in transition to new systems or any disruptions in its functions may adversely impact our
business operations. Further, if we are not able to obtain IT systems and services from third parties in a cost effective
manner, it may affect our technology operations which may have an effect on our business operations and financial
results.
In our online business, the markets for our products and services are characterized by rapidly changing technology,
evolving industry standards and norms, introduction of new products and services. Our results of operations and
financial condition depend on our ability to introduce new products and services. The process of developing new
products and services is complex and requires us to accurately predict and respond to customers' changing and diverse
needs and emerging technological trends. The success of our new products and services will depend on several factors,
23including proper identification of market demands and the competitiveness of our products and services and adaptation
of new technologies. Our failure to respond successfully to any of these challenges will significantly harm our results
of operations and financial condition.
16. Negative publicity if any, would adversely affect the value of our brand, and our sales.
Our business is dependent on the trust our customers have in the quality of our merchandise as well as on our ability
to protect our trademarks and our intellectual property to maintain our brand value. If we fail to adequately protect
our intellectual property, competitors may market products similar to ours. Any negative publicity regarding our
Company, brands, or products, including those arising from a drop in quality of merchandise from our vendors,
disputes concerning the ownership of intellectual property, mishaps at our stores, or any other unforeseen events could
adversely affect our reputation our brand value, our operations and our results from operations.
17. The success of our business is dependent on our senior and key management team and our inability to retain
them or the loss of any member of our senior management team could adversely affect our business if we are
unable to find equally skilled replacements.
Our Company is managed by a team of professionals to oversee its operations and growth. Our performance and
success depends on our senior and key management team to manage our current operations and meet future business
challenges. Our ability to sustain our growth depends, in large part, on our ability to attract, train, motivate and retain
highly skilled personnel. There is significant competition for management and other skilled personnel in our industry.
Our inability to hire and retain additional qualified personnel will impair our ability to continue to expand our business.
The loss of the services of such personnel of our Company and our inability to hire and retain additional qualified
personnel may have an adverse effect on our business, financial condition and results of operations. An increase in
the rate of attrition of our experienced employees, would adversely affect our growth strategy. We cannot assure you
that we will be successful in recruiting and retaining a sufficient number of personnel with the requisite skills or to
replace those personnel who leave. Further, we cannot assure you that we will be able to re-deploy and re-train our
personnel to keep pace with continuing changes in our business. The loss of the services of such personnel and our
inability to hire and retain additional qualified personnel may have an adverse effect on our business, results of
operations and financial condition.
18. Industry information included in this Letter of Offer has been derived from an industry report titled “India
Home Furniture Market 2024-2029”. There can be no assurance that such third- party statistical, financial and
other industry information is complete, reliable or accurate.
We have not independently verified data obtained from industry publications including Home Furniture Report
commissioned by us for such purpose and other external sources referred to in this Letter of Offer and therefore, while
we believe them to be accurate, complete and reliable, we cannot assure you that they are accurate, complete or
reliable. Such data may also be produced on different bases. Therefore, discussions of matters relating to the home
furniture industry, are subject to the caveat that the statistical and other data upon which such discussions are based
may be inaccurate, incomplete or unreliable. Industry publications generally state that the information contained in
those publications has been obtained from sources believed to be reliable but their accuracy, adequacy or completeness
and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry and government
sources and publications are also prepared on the basis of information as of specific dates and may no longer be current
or reflect current trends. Industry and government sources and publications may also base their information on
estimates, forecasts and assumptions that may prove to be incorrect. Accordingly, no investment decision should be
made on the basis of such information.
19. In the event our contingent liabilities that have not been provided for, materializes, our liquidity, business,
prospects, financial condition and results of operations may be adversely affected.
As of March 31, 2025, the following contingent liabilities are appearing in our Audited Financial Statements:
a) The Company has not provided for Income Tax demand demand excluding contingent interest of ₹ 113.80 lakhs
(2024: ₹113.80 lakhs) which is pending before CIT Appeals & for GST Tax demand of ₹ 670.62 lakhs (2024: ₹
Nil) which is pending before GST Appellate Authorities.
24b) On November 27, 2020, The Company has received demand notice from the Directorate General of Anti
Profiteering department wherein the department has stated that the Company has contravened the provisions of
Section 171(1) of the Central Goods and Service Tax Act, 2017 and the benefit of the rate reduction in GST from
28% to 18% was not passed on to the recipients by increasing the base price of the products. As per the report the
total amount of profiteering covered for the period 15.11.2017 to 30.09.2019 has been worked out to ₹ 368 Lakhs.
The Company has submitted its reply on January 18, 2021 to National Anti-Profiteering Authority (GST). The
Company was granted personal hearing in the matter by National Anti-Profiteering Authority (GST) on April 7,
2022. Pursuant to the said hearing, the Company has argued and submitted its reply vide letter date April 12, 2022
to emphasize the fact that the benefit of GST rate change was duly passed on to the customers. Further clarification
was required by the Directorate General of Anti Profiteering department on November 3, 2022, for which Company
has submitted its reply vide letter date November 17, 2022. Final order is awaited in this regard. Based on
consultation with the legal advisors of the Company, the management believes that the tax authorities are not likely
to be able to substantiate their tax assessments / demands & accordingly it has not provided for these tax demands
at the Balance sheet date.
c) On April 12, 2021, the Company received a notice from its vendor wherein the party filed an application under
IBC Code with NCLT towards alleged non-payment of its dues (including interest) ₹ 100.65 lakhs, however the
total outstanding as per the Company books amounts to ₹ 0.83 lakhs. As at March 31, 2025, the said matter was
pending before the NCLT. For further information, please see “Civil Litigations initiated against our Company–
Outstanding Litigations And Defaults” on page 158.
The Company is a party to various legal proceedings in normal course of business and does not expect the outcome
of these proceedings to have any adverse effect on its financial conditions, results of the operations or cash flow.
Amounts of such disputes are unascertainable.
In the event our contingent liabilities that have not been provided for materializes, our liquidity, business, prospects,
financial condition and results of operations may be affected.
20. Our Company has in the past entered into related party transactions and will continue to do so in the future.
Such transactions or any future transactions with related parties may potentially involve conflict of interest and
impose certain liabilities on our Company.
We have in the past entered into transactions with enterprises over which our Directors and KMPs have a significant
influence. While we believe that all such transactions have been conducted on an arm’s length basis and in compliance
with applicable laws, we cannot assure you that we might have obtained more favourable terms had such transactions
been entered into with unrelated parties. Further, it is likely that we may enter into related party transactions in the
future. Such related party transactions may potentially involve conflicts of interest.
Although in terms of the Companies Act and the SEBI Listing Regulations, we are required to adhere to various
compliance requirements such as obtaining prior approvals from our Audit Committee, Board of Directors and
Shareholders for certain related party transactions, there can be no assurance that such transactions, individually or in
the aggregate, will receive the necessary approvals in future. Accordingly, any future transactions with our related
parties could potentially involve conflicts of interest, which may be detrimental to our Company. We cannot assure
you that such transactions, individually or in the aggregate, will always be in the best interests of our minority
shareholders and will not have an adverse effect on our business, results of operations, financial condition and cash
flows. For further details of our related party transactions, see “Financial Statements” on page 81.
21. We depend on third parties for our logistics and transportation needs. Any disruptions in the same may
adversely affect our operations, business, cash flows and financial condition.
We do not have an in-house transportation facility and we rely on third party transportation and other logistic facilities
at every stage of our business activity including for procurement of products from our suppliers and for transportation
from our distribution centres to various retail outlets. Although we have insurance for transit of goods, it may be
difficult for us to recover damages for damaged, delayed or lost goods.
25Our operations and profitability are dependent upon the availability of transportation and other logistic facilities in a
time and cost-efficient manner. Accordingly, our business is vulnerable to increased transportation costs,
transportation strikes and lock-outs, shortage of labour, delays and disruption of transportation services for events
such as weather related problems and accidents. Further, movement of goods encounters additional risks such as
accidents, pilferage, spoilage, shrinkage and our inability to claim insurance may adversely affect our operations,
results of operations and financial condition. Although we have not experienced any material logistics and transport
related disruptions in the past, any prolonged disruption or unavailability of such facilities in a timely manner could
result in delays or non-supply or may require us to look for alternative sources which may not be cost-effective,
thereby adversely affecting our operations, results of operations, cash flows and financial condition.
22. The current location of our retail outlets and other factors impacting the malls and locations where our retail
outlets are located may not continue to remain attractive.
The success of any exclusive brand outlet depends in part on its location. We sell our products through stores, spaces
and warehouse which are taken on lease. The location of such leased outlets and spaces significantly impacts our
ability to attract customers, helps in our brand positioning and to carry out our operations. We select locations for our
retail outlets based on research and analytics for each brand that we market taking into considering the brand
positioning, economic conditions, demographic patterns etc. We cannot assure you that current locations of our retail
outlets will continue to remain attractive or profitable. The quality, demographic structure and economic conditions
of the location where our retail outlets are located could decline in the future, thus resulting in reduced sales in those
locations. To remain asset light, a large part of our back-office operations such as warehouse and offices is taken on
lease. We believe that the strength of our brand portfolio and relationships with landlords enables us to secure rented
properties and spaces at favourable locations.
Further, in order to generate footfall we depend heavily on locating our retail outlets in prominent locations within
successful shopping malls. Sales of these exclusive brand outlets are derived, in part, from footfall in such malls. The
exclusive brand outlets benefit from the ability of a mall’s other tenants to generate footfall in the vicinity of the
exclusive brand outlets and the continuing popularity of the malls as shopping destinations. We incur lease rent charges
primarily towards payment of rent for our leased outlets and warehouse. Our lease rent charges may increase in the
future due to contractual escalation of rents payable in accordance with the lease agreements entered into by us.
Further, there can be no assurance that current locations will continue to be attractive as demographic pattern changes.
If we are unable to obtain alternate locations at reasonable prices our ability to affect our growth strategy will be
adversely affected.
23. Current trends of discounting and price competition could lead to consumers getting habituated to price driven
purchases and reduce the attraction of brands in the minds of consumers, impacting our business operations
and profitability.
Online retailing has increased substantially in the past few years and current trends of discounting and price
competition could lead to consumers getting habituated to price driven purchases. Various companies offer a wide
variety of products, including the products that we retail through our outlets, on the internet at different price points.
Online retailing has witnessed intense competition in India with deep discounts and regular promotions offered by
several e-tailers. We may be unsuccessful in competing against present and future competitors, ranging from large
and established companies to emerging start-ups, both Indian and large, multi-national, e-commerce companies
operating in India. Our consumers may prefer purchasing such products from these online stores because of factors
like heavy discounts and variety of products. This could adversely affect the sales at our retail outlets and could have
a material adverse effect on our business, financial condition and results of operations. In the event we are required to
compete with e-tailers, specifically with respect to pricing, our margins from sale of our products may be adversely
affected. Increasing attractiveness of online channels for customers, driven by offers and discounts, could impact on
our financial position. In the event that we are competing with e-tailers, our business prospects could be adversely
affected.
24. If we are unable to obtain the requisite approvals, licenses, registrations or permits to operate our business or
are unable to renew them in a timely manner, our business or results of operations may be adversely affected.
26We are governed by various laws and regulations for carrying our business activities. Shops and establishment
legislations are applicable in the states where we have our stores and distribution centres. This legislation regulates
the conditions of work and employment in shops and commercial establishments and generally prescribes obligations
in respect of inter alia registration, opening and closure of hours, daily and weekly working hours, holidays, leave,
health and safety measures and wages for overtime work. Therefore, we are required to obtain registration under the
same. Further, we are also required to comply with the provisions of the Legal Metrology Act, 2009 and trade license
for operating stores under the respective state legislatures in India. In addition, we may need to apply for additional
approvals, including the renewal of approvals which may expire from time to time and approvals required for our
operations, in the ordinary course of business.
If we fail to obtain any applicable approvals, licenses, registrations or permits, including those mentioned above, in a
timely manner, we may not be able to undertake certain operations of our business, or at all, which may affect our
business or results of operations. Our failure to comply with existing or increased regulations, or the introduction of
changes to existing regulations, could adversely affect our business or results of operations. We cannot assure that the
approvals, licenses, registrations or permits issued to us may not be suspended or revoked in the event of non-
compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any
failure to renew the approvals that have expired, or to apply for and obtain the required approvals, licenses,
registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations or permits that
have been or may be issued to us, may materially and adversely affect our business or results of operations. As on the
date of this Letter of Offer, we have obtained a significant number of, but not all, approvals, licenses, registrations and
permits that we require from the relevant authorities. For instance, some licenses and registrations have expired and
are currently under process of renewal, while others are still pending issuance.
25. Our inability to procure and/or maintain adequate insurance cover in connection with our business may
adversely affect our operations and profitability.
We maintain insurance that we consider to be sufficient typical in our industry in India and in amounts which are
commercially appropriate for a variety of risks, including fire, burglary, terrorist activities, group medical and group
personal accident insurance. However, such insurance may not be adequate to cover all losses or liabilities that may
arise from our business operations, particularly if the loss suffered is not easily quantifiable. Our insurance policies
contain exclusions and limitations on coverage, as a result of which, we may not be able to successfully assert our
claims for any liability or loss under such insurance policies. Additionally, there may be various other risks and losses
for which we are not insured because such risks are either uninsurable or not insurable on commercially acceptable
terms. Furthermore, there can be no assurance that in the future we will be able to maintain insurance of the types or
at levels which we deem necessary or adequate or at premiums which we deem to be commercially acceptable. For
further details, see the chapter titled “Our Business” on page 71
The occurrence of an event for which we are not insured, where the loss is in excess of insured limits occurs or where
we are unable to successfully assert insurance claims from losses, could result in uninsured liabilities. Further, despite
such uninsured losses we may remain obligated for any financial indebtedness or other obligations related to our
business. Any such uninsured losses or liabilities could result in an adverse effect on our business and financial results.
26. Our business is manpower intensive and may be adversely affected if we are unable to recruit and retain suitable
staff for our sales and operations.
Our business is manpower intensive and our continued growth depends in part on our ability to recruit and retain
suitable staff. As we expand our network, we will need experienced manpower that has knowledge of the local market
and the retail industry to operate the retail stores that we open. As of June 30, 2025, we had 359 regular and 37
contractual employees. We rely on our design team comprising of skilled designers for designing of our products such
as home furniture and home fashion.
We have faced increasing competition for management and skilled personnel with significant knowledge and
experience in the retail, distribution and manufacturing sector in India. Further, we cannot assure you that we will be
able to find or hire personnel with the necessary experience or expertise to operate our retail stores in our existing
markets or new markets that we are entering into. In the event that we are unable to hire people with the necessary
knowledge or the necessary expertise, our business may be severely disrupted, financial condition and results of
27operations may be adversely affected. In addition, we have seen an increasing trend in manpower costs in India, which
has had a direct impact on our employee costs. We may need to offer better compensation and other benefits in order
to attract and retain key personnel in the future and that may materially affect our costs and profitability. We cannot
assure you that as we continue to grow our business in the future, our operating expenses will not significantly increase.
27. Increased losses due to fraud, shrinkage, employee negligence, theft or similar incidents may have an adverse
impact on us.
Our business and the industry we operate in are vulnerable to the problem of shoplifting by customers, pilferage by
employees, damage, misappropriation of cash and inventory management and logistical errors. An increase in product
losses due to such factors at our existing and future retail stores or our retail channels may require us to install
additional security and surveillance equipment and incur additional expenses towards inventory management and
handling. We cannot assure you whether these measures will successfully prevent such losses. Further, there are
inherent risks in cash management as part of our operations, which include theft and robbery, employee fraud and the
risks involved in transferring cash from our retail stores to banks. Additionally, in case of losses due to theft, financial
misappropriation, fire, breakage or damage caused by other casualties, we cannot assure you that we will be able to
recover from our insurers the full amount of any such loss in a timely manner, or at all. In addition, if we file claims
under an insurance policy it could lead to increases in the insurance premiums payable by us or the termination of
coverage under the relevant policy. Shrinkage at our stores and/or our distribution centres may occur through a
combination of shoplifting by customer, pilferage by employee, damage, obsolescence and error in documents and
transaction that go un-noticed and later adjusted for upon physical verification of stock with book stock. An increase
in shrinkage levels at our existing and future stores or our distribution centres may force us to hire additional supply
chain management personnel or additional security staff or install additional security and surveillance equipments,
which will increase our operational costs and may have an adverse impact on our profitability.
28. Our operations and investments are concentrated in the Indian retail, and consumption-led sectors, involving
consumer financing which exposes us to the risk of a downturn in this sector.
Our strategic focus is on the Indian retail and consumption-led sectors. As a result of this focus, during periods of
difficult market conditions or slowdowns in these sectors, or any lockdowns imposed in the future due to a pandemic
like situation, the decreased revenues, difficulty in obtaining access to financing and increased fixed and running costs
experienced by us may adversely affect us. Although the Indian retail and consumption-led sectors have been growing
rapidly in recent periods, this growth may not be sustainable in the long term and there may be periods of difficult
market conditions. Interest rate fluctuations could also adversely impact the growth of the retail and consumption-led
sectors. If growth in the Indian retail and consumption-led sectors were to slow or if market conditions were to worsen,
we could sustain losses or may be unable to attain target returns, which would adversely impact our financial
performance. In addition, demand for our retail services could decline as Indian consumers reduce their spending. Any
of the foregoing would have a material adverse effect on our business, results of operations and financial condition
One of our product includes furniture and it being a big ticket merchandise, consumer finance is required for driving
sale. Lack or unavailability of consumer finance for products like these can have a material adverse effect on the
Company.
29. We will not distribute the Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer and Application Form
to overseas Shareholders who have not provided an address in India for service of documents.
The Rights Entitlement and the Rights Equity Shares may not be offered or sold, directly or indirectly, and the Letter
of Offer and any other Issue Materials may not be distributed, in whole or in part, in or into in (i) the United States or
(ii) or any jurisdiction other than India except in accordance with legal requirements applicable in such jurisdiction.
The Rights Entitlements and the Rights Equity Shares have not been, and will not be, registered under the U.S
Securities Act and may not be offered or sold within the United States.
Pursuant to the requirements of the SEBI ICDR Regulations and other applicable laws, the Rights Entitlements will
be credited to the demat account of the Eligible Equity Shareholders who are Equity Shareholders as on the Record
Date, however, the Draft Letter of Offer, Letter of Offer and other Issue related materials (together, the “Issue
Materials”) will be sent/ dispatched only to such Eligible Equity Shareholders who have provided an Indian address
to our Company or who are located in jurisdictions where the offer and sales of the Rights Equity Shares is permitted
28under the laws of such jurisdiction (together, the “Relevant Requirements”) and only such Eligible Equity
Shareholders are permitted to participate in the Issue. The Equity Shareholders who do not satisfy the Relevant
Requirements will not be eligible to participate in the Issue and accordingly, their shareholding as a percentage of the
paid-up capital of our Company post Issue will stand reduced to the extent of non-participation.
Further, in the case that Eligible Equity Shareholders who satisfy the Relevant Requirements and have also provided
their valid e-mail address, the Issue Materials will be sent only to their valid e-mail address and in the case that such
Eligible Equity Shareholders have not provided their e-mail address, then the Issue Materials will be dispatched, on a
reasonable effort basis, to the addresses provided by them.
The Issue Materials will not be distributed to overseas shareholders who do not meet the Relevant Requirements on
account of restrictions that apply to circulation of such materials in certain overseas jurisdictions. However, the
Companies Act requires companies to serve documents at any address, which may be provided by the members as
well as through e -mail. Presently, there is lack of clarity under the Companies Act and the rules made thereunder with
respect to distribution of Issue Material in overseas jurisdictions where such distribution may be prohibited under the
applicable laws of such jurisdictions. While we have requested all the shareholders to provide an address in India for
the purposes of distribution of Issue Material, we cannot assure you that the regulator or authorities would not adopt
a different view with respect to compliance with the Companies Act and may subject us to fines or penalties.
30. As the securities of our Company are listed on Stock Exchanges in India, our Company and our Promoters are
subject to certain obligations and reporting requirements under Insider Trading Regulations, Takeover Code
and Listing Regulations. Any non – compliances / delay in complying with such obligations and reporting
requirements may render us / our Promoter liable to prosecution and/or penalties.
Our Company and our Promoters are subject to certain obligations and reporting requirements under Insider Trading
Regulations, Takeover Code and Listing Regulations. Though our Company and our Promoters endeavour to comply
with all such obligations/reporting requirements, there have been certain instances of non-compliance and delays in
complying with such obligations/reporting requirements, such as delay for submission of events by our Company
relating to initiating of corporate insolvency resolution process (“CIRP”) against the Company, appointment of
resolution professional, settlement between the Company and operational creditor and withdrawal of CIRP by the
NCLT, Mumbai bench. Although our Company/our Promoters have responded and explained the causes of such
delays/non-compliance, there could be a possibility that penalties may be levied against our Company/our Promoters
for of non-compliance and delays or failures in complying with such obligations/reporting requirements.
31. There have been instances of non-compliances/delayed compliances and discrepancies in the statutory filings
in the past.
In past, there have been instances of inadvertent non-compliances / delayed compliances with the provisions of the
Companies Act by our Company including delay in filing certain statutory forms with the RoC. Although till date, we
have not received any show cause notice from the RoC or other authorities for the said non-compliances/delayed
compliances, we cannot assure that we will not be subject to any action including levy of penalty by the RoC or other
authorities.
32. The deployment of funds raised through this Issue shall not be subject to monitoring by any monitoring agency
and shall be purely dependent on the discretion of the management of our Company.
Since the size of the Issue is less than ₹10,000 Lakhs, no monitoring agency is required to be appointed by our
Company to oversee the deployment of funds raised through this Issue. The deployment of funds raised through this
Issue, is hence, at the discretion of the management and the Board of Directors of our Company and will not be subject
to monitoring by any independent agency. The Board of Directors of our Company through Audit Committee will
monitor the utilization of the Issue proceeds. Any inability on our part to effectively utilize the Issue proceeds could
adversely affect our financials.
33. We are exposed to foreign currency exchange rate fluctuations, which may harm our results of operations and
cause our financial results to fluctuate.
29Our financial statements are presented in Indian Rupees. However, some of our operating expenses and finance
charges are influenced by the currencies of those countries where import of our products. We import some of our
products like furniture and home décor items from other countries like Indonesia, China, Malaysia, Thailand and
Vietnam. During Fiscal 2025, our imported stocks accounted for approximately 15.35% of our total cost of purchase
of stock-in-trade for that period. The exchange rate between the Indian Rupee and these currencies has fluctuated in
the past and our results of operations have been impacted by such fluctuations and may be impacted by such
fluctuations in the future.
Depreciation of the Indian rupee against the U.S. Dollar and other foreign currencies may adversely affect our results
of operations by increasing the cost of our products. Volatility in the exchange rate and/or sustained appreciation of
the Indian Rupee will negatively impact our revenue and operating results.
External Risk Factors
34. Economic, political or other factors that are beyond our control may have an adverse effect on our business
and results of operations.
The Indian economy and its securities markets are influenced by political conditions, economic developments and
volatility in securities markets in other countries. Investors' reactions to developments in one country may have
adverse effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising Financial Year or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities markets and
indirectly affect the Indian economy in general. Any worldwide financial instability could also have a negative impact
on the Indian economy, including the movement of exchange rates and interest rates in India and could then adversely
affect our business, financial performance and the price of the Equity Shares.
Further, other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India,
resulting in an adverse impact on economic conditions in India and scarcity of financing of our developments and
expansions; volatile inflation rates in India in recent years, which could cause a rise in the costs of rent, wages and
raw materials; volatility in, and actual or perceived trends in trading activity on, India's principal stock exchanges;
changes in India's tax, trade, Financial Year or monetary policies; occurrence of natural or man-made disasters;
prevailing regional or global economic conditions, including in India's principal export markets; and other significant
regulatory or economic developments in or affecting India.
Our performance and the growth of our business are dependent on the health of the overall Indian economy. A
slowdown in the Indian economy could adversely affect the policy of the Indian government towards our industry,
which may in turn adversely affect our financial performance and our ability to implement our business strategy. Any
of the abovementioned factors could depress economic activity and restrict our access to capital, which could have an
adverse effect on our business, financial condition, cash flows and results of operations and reduce the price of the
Equity Shares. Any financial disruption could have an adverse effect on our business, future financial performance,
shareholders' equity and the price of the Equity Shares.
35. Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in India and abroad may
disrupt or otherwise adversely affect the Indian economy, the health of which our business depends on.
India has from time to time experienced social and civil unrest and terrorist attacks. These events could lead to political
or economic instability in India. Events of this nature in the future could have a material adverse effect on our ability
to develop our business. As a result, our business, results of operations and financial condition may be adversely
affected. India has also experienced social unrest, Naxalite violence and communal disturbances in some parts of the
country. If such tensions occur in places where we operate or in other parts of the country, leading to overall political
and economic instability, it could adversely affect our business, results of operations, financial condition and trading
price of our Equity Shares.
36. Our business and activities are regulated by the Competition Act, 2002.
The Competition Act, 2002, as amended (the “Competition Act”) seeks to prevent practices that could have an
30appreciable adverse effect on competition. Under the Competition Act, any arrangement, understanding or action in
concert between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse
effect on competition in India is void and may attract substantial penalties. Any agreement among competitors, or
practice or decision in relation to, enterprises or persons engaged in identical or similar trade of goods or provision of
services which directly or indirectly determines purchase or sale prices, limits or controls production, supply, markets,
technical development, investment or provision of services, shares markets or source of production or provision of
services by way of allocation of geographical area, types of goods or services or number of customers in the relevant
market or directly or indirectly results in bid rigging or collusive bidding is presumed to have an appreciable adverse
effect on competition. The Competition Act also prohibits the abuse of a dominant position by any enterprise.
Provisions of the Competition Act relating to acquisitions, mergers or amalgamations of enterprises that meet certain
asset or turnover thresholds and regulations issued by the Competition Commission of India with respect to
notification requirements for such combinations became effective in June 2011. Further our acquisitions, mergers or
amalgamations may require the prior approval of the Competition Commission of India, which may not be obtained
in a timely manner or at all.
If we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act,
any enforcement proceedings initiated by the Competition Commission of India, any other relevant authority under
the Competition Act, any claim by any party under the Competition Act or any adverse publicity that may be generated
due to scrutiny or prosecution by the Competition Commission of India, our business and financial performance may
be materially and adversely affected. Further the Competition Commission of India has extra-territorial powers and
can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct
or combination has an appreciable adverse effect on competition in India. However, we cannot predict the impact of
the provisions of the Competition Act on the agreements entered into by us at this stage.
37. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and
regulations, may adversely affect our business and financial performance.
Our business and financial performance could be adversely affected by unfavourable changes in or interpretations of
existing, or the promulgation of new, laws, rules and regulations applicable to us and our business. There can be no
assurance that the Indian government may not implement new regulations and policies which will require us to obtain
approvals and licences from the Indian government and other regulatory bodies or impose onerous requirements and
conditions on our operations. Any such changes and the related uncertainties with respect to the applicability,
interpretation and implementation of any amendment or change to governing laws, regulation or policy in the
jurisdictions in which we operate may have a material adverse effect on our business, financial condition, cash flows
and results of operations. In addition, we may have to incur expenditures to comply with the requirements of any new
regulations, which may also materially harm our results of operations or cash flows. Any unfavourable changes to the
laws and regulations applicable to us could also subject us to additional liabilities.
38. Changes in trade policies may affect us.
We are continuing to expand our international operations as part of our growth strategy. Any change in policies by
the countries, in terms of tariff and non-tariff barriers, from which our suppliers import or export their raw materials
or components, or countries to which we export our products, may have an adverse effect on our profitability.
Furthermore, we import various raw materials including APIs that are not produced in-house by us, intermediates,
primary packaging materials and secondary packaging materials directly from our international suppliers. Any change
in export policies by the countries in which our suppliers are based may have an adverse impact on our business.
39. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS,
which may be material to the financial statements prepared and presented in accordance with Ind AS contained
in this Letter of Offer.
Our Audited Financial Statements contained in this Letter of Offer have been prepared and presented in accordance
with Ind AS. Ind AS differs from accounting principles and auditing standards with which prospective investors may
be familiar in other countries, such as U.S. GAAP and IFRS. Significant differences exist between Ind AS and U.S.
GAAP and IFRS, which may be material to the financial information prepared and presented in accordance with Ind
AS contained in this Letter of Offer. Accordingly, the degree to which the financial information included in this Letter
31of Offer will provide meaningful information and is dependent on your familiarity with Ind AS and the Companies
Act. Any reliance by persons not familiar with Ind AS on the financial disclosures presented in this Letter of Offer
should accordingly be limited.
40. It may not be possible for investors to enforce any judgment obtained outside India against us or any of our
directors and executive officers in India respectively, except by way of a law suit in India on such judgment.
Our Company is incorporated under the laws of the Republic of India all of its directors reside in India. As a result, it
may be difficult for investors to enforce the service of process upon our Company and any of our directors and
executive officers India or to enforce judgments obtained against our Company and these persons in courts outside of
India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited
number of jurisdictions, which includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of
Civil Procedure, 1908 (“Civil Code”). Section 44A of the Civil Code provides that where a certified copy of a decree
of any superior court, within the meaning of that Section, in any country or territory outside India which the
Government has by notification declared to be in a reciprocating territory, it may be enforced in India by proceedings
in execution as if the judgment had been rendered by a district court in India. However, Section 44A of the Civil Code
is applicable only to monetary decrees not being in the same nature of amounts payable in respect of taxes, other
charges of a like nature or in respect of a fine or other penalties and does not apply to arbitration awards (even if such
awards are enforceable as a decree or judgment).
A judgment of a court of a country which is not a reciprocating territory may be enforced in India only by a suit upon
the judgment under Section 13 of the Civil Code, and not by proceedings in execution. Section 13 of the Civil Code
provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon except: (i) where
the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been
given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on
an incorrect view of international law or refusal to recognize the law of India in cases to which such law is applicable;
(iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the
judgment has been obtained by fraud; and/ or (vi) where the judgment sustains a claim founded on a breach of any
law then in force in India. The suit must be brought in India within three years from the date of judgment in the same
manner as any other suit filed to enforce a civil liability in India.
Further, there are considerable delays in the disposal of suits by Indian courts. It may be unlikely that a court in India
would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it may be
unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as
excessive or inconsistent with public policy in India. A party seeking to enforce a foreign judgment in India is required
to obtain prior approval from the RBI under FEMA to repatriate any amount recovered pursuant to execution and any
such amount may be subject to income tax in accordance with applicable laws. Any judgment or award in a foreign
currency would be converted into Indian Rupees on the date of the judgment or award and not on the date of the
payment.
41. Rights of shareholders under Indian laws may differ from the laws of other jurisdictions.
Our Articles of Association and Indian law govern our corporate affairs. Indian legal principles related to these matters
and the validity of corporate procedures, Directors' fiduciary duties and liabilities, and shareholders' rights may differ
from those that would apply to a company in another jurisdiction. Shareholders' rights including in relation to class
actions, under Indian law may not be as extensive as shareholders' rights under the laws of other countries or
jurisdictions. Investors may have more difficulty in asserting their rights as one of our shareholders than as a
shareholder of a company in another jurisdiction.
RISKS RELATING TO THE EQUITY SHARES AND THIS ISSUE
42. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of shareholding.
32The Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire and become null
and void, and Eligible Equity Shareholders will not receive any consideration for them. The proportionate ownership
and voting interest in our Company of Eligible Equity Shareholders who fail (or are not able) to exercise their Rights
Entitlements will be diluted. Even if you elect to sell your unexercised Rights Entitlements, the consideration you
receive for them may not be sufficient to fully compensate you for the dilution of your percentage ownership of the
equity share capital of our Company that may be caused as a result of the Issue. Renouncee(s) may not be able to
apply in case of failure in completion of renunciation through off-market transfer in such a manner that the Rights
Entitlements are credited to the demat account of the Renouncee(s) prior to the Issue Closing Date. Further, in case,
the Rights Entitlements do not get credited in time, in case of On Market Renunciation, such Renouncee will not be
able to apply in this Issue with respect to such Rights Entitlements.
43. Applicants to the Issue are not allowed to withdraw their bids after the Issue Closing Date.
In terms of the SEBI ICDR Regulations, Applicants in this Issue are not allowed to withdraw their Applications after
the Issue Closing Date. The Allotment in this Issue and the credit of such Equity Shares to the Applicant’s demat
account with its depository participant shall be completed within such period as prescribed under the applicable laws.
There is no assurance, however, that material adverse changes in the international or national monetary, financial,
political or economic conditions or other events in the nature of force majeure, material adverse changes in our
business, results of operation or financial condition, or other events affecting the Applicant’s decision to invest in the
Rights Equity Shares, would not arise between the Issue Closing Date and the date of Allotment in this Issue.
Occurrence of any such events after the Issue Closing Date could also impact the market price of our Equity Shares.
The Applicants shall not have the right to withdraw their applications in the event of any such occurrence. We cannot
assure you that the market price of the Equity Shares will not decline below the Issue Price. To the extent the market
price for the Equity Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be required
to purchase Rights Equity Shares at a price that will be higher than the actual market price for the Equity Shares at
that time. Should that occur, the shareholder will suffer an immediate unrealized loss as a result. We may complete
the Allotment even if such events may limit the Applicants’ ability to sell our Equity Shares after this Issue or cause
the trading price of our Equity Shares to decline.
44. The Rights Entitlements of Eligible Equity Shareholders holding Equity Shares in physical form (“Physical
Shareholders”) may lapse in case they fail to furnish the details of their demat account to the Registrar.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, the
credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized form only.
Accordingly, the Rights Entitlements of the Physical Shareholders shall be credited in a suspense escrow demat
account opened by our Company during the Issue Period. The Physical Shareholders are requested to furnish the
details of their demat account to the Registrar not later than two working days prior to the Issue Closing Date (i.e., on
or before Monday, August 18, 2025) to enable the credit of their Rights Entitlements in their demat accounts at least
one day before the Issue Closing Date. The Rights Entitlements of the Physical Shareholders who do not furnish the
details of their demat account to the Registrar not later than two working days prior to the Issue Closing Date, shall
lapse. Further, pursuant to a press release dated December 3, 2018, issued by the SEBI, with effect from April 1, 2019,
a transfer of listed Equity Shares cannot be processed unless the Equity Shares are held in dematerialized form (except
in case of transmission or transposition of Equity Shares).
45. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute your future
shareholding and sale of the Equity Shares by our Promoters or other major shareholders of our Company may
adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, or convertible securities by our Company, including through exercise of
employee stock options or restricted stock units or share warrants may lead to dilution of your shareholding in our
Company, adversely affect the trading price of the Equity Shares and our ability to raise capital through an issue of
our securities. Further, any future sales of the Equity Shares by the Promoters or other major shareholders of our
Company may adversely affect the trading price of the Equity Shares.
46. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
33Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares of an
Indian company are generally taxable in India. Accordingly, you may be subject to payment of long-term capital gains
tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will
be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain
realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short-term capital
gains tax in India. Capital gains arising from the sale of the Equity Shares may be partially or completely exempt from
taxation in India in cases where such exemption is provided under a treaty between India and the country of which the
seller is a resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result,
residents of other countries may be liable for tax in India as well as in their own jurisdiction on gains made upon the
sale of the Equity Shares.
47. There is no guarantee that our Equity Shares will be listed in a timely manner or at all, and any trading closures
at the Stock Exchanges may adversely affect the trading price of our Equity Shares.
In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares will not be
granted by the Stock Exchanges until after those Equity Shares have been issued and allotted. Approval will require
all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in
listing the Equity Shares on Stock Exchanges. Any failure or delay in obtaining the approval would restrict your ability
to dispose of your Equity Shares. Further, historical trading prices, therefore, may not be indicative of the prices at
which the Equity Shares will trade in the future.
Secondary market trading in our Equity Shares may be halted by a stock exchange because of market conditions or
other reasons. Additionally, an exchange or market may also close or issue trading halts on specific securities, or the
ability to buy or sell certain securities or financial instruments may be restricted, which may adversely impact the
ability of our shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity
Shares at a particular point in time.
48. The Issue Price of the Rights Equity Shares may not be indicative of the market price of the Equity Shares after
the Issue.
The Issue Price of the Rights Equity Shares will be determined by our Company in consultation with the Lead
Managers and the Designated Stock Exchange. This price may not be indicative of the market price for the Equity
Shares after the Issue. The market price of the Equity Shares could be subject to significant fluctuations after the Issue,
and may decline below the Issue Price. We cannot assure you that you will be able to resell your Equity Shares at or
above the Issue Price. There can be no assurance that an active trading market for the Equity Shares will be sustained
after this Issue, or that the price at which the Equity Shares have historically traded will correspond to the price at
which the Equity Shares will trade in the market subsequent to this Issue.
49. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, any company incorporated in India must offer its holders of equity shares pre-emptive
rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior
to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special
resolution by holders of three-fourths of the shares voted on such resolution, unless our Company has obtained
government approval to issue without such rights. However, if the law of the jurisdiction that you are in does not
permit the exercise of such pre-emptive rights without us filing an offering document or registration statement with
the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make
such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by
Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity
Shares, your proportional interests in us would be reduced.
50. There may not be an active or liquid market for our Equity Shares, which may cause the price of the Equity
Shares to fall and may limit your ability to sell the Equity Shares.
34The price at which the Equity Shares will trade after this Issue will be determined by the marketplace and may be
influenced by many factors, including:
• our financial results and the financial results of the companies in the businesses we operate in;
• the history of, and the prospects for, our business and the sectors in which we compete;
• the valuation of publicly traded companies that are engaged in business activities similar to us; and
• significant developments in India’s economic liberalization and deregulation policies.
In addition, the Indian equity share markets have from time to time experienced significant price and volume
fluctuations that have affected the market prices for the securities of Indian companies. As a result, investors in the
Equity Shares may experience a decrease in the value of the Equity Shares regardless of our operating performance
or prospects.
51. Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to attract
foreign investors, which may adversely affect the trading price of our Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain exceptions) if they comply with the requirements specified by the
RBI. If the transfer of shares is not in compliance with such requirements or falls under any of the specified exceptions,
then prior approval of the RBI will be required. In addition, shareholders who seek to convert the Rupee proceeds
from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no-
objection or tax clearance certificate from the income tax authority. Additionally, the Indian government may impose
foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations
in interest rates or exchange rates, where the Indian government experiences extreme difficulty in stabilizing the
balance of payments or where there are substantial disturbances in the financial and capital markets in India. These
restrictions may require foreign investors to obtain the Indian government’s approval before acquiring Indian
securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities.
There can be no assurance that any approval required from the RBI or any other government agency can be obtained
on any particular terms or at all.
35SECTION III – INTRODUCTION
THE ISSUE
This Issue has been authorised through a resolution passed by our Board at its meeting held on November 11, 2024,
pursuant to Section 62(1) (a) of the Companies Act, 2013.
The following is a summary of this Issue and should be read in conjunction with and is qualified entirely by the
information detailed in “Terms of the Issue” on page 170.
Equity Shares proposed to be issued Up to 4,95,80,000 Rights Equity Shares
Rights Entitlements 11 Rights Equity Shares for every 30 Equity
Shares held on the Record Date.
Record Date Thursday, March 20, 2025
Face value per Equity Share ₹ 5
Issue Price per Rights Equity Share ₹ 10/-
Issue Size Up to ₹ 4,958.00 lakhs*
*Assuming full subscription
Equity Shares issued prior to the Issue 13,53,35,902 Equity Shares of ₹ 5 each **
Equity Shares subscribed prior to the Issue 13,53,30,684 Equity Shares of ₹ 5 each
Equity Shares paid up prior to the Issue 13,53,30,684 Equity Shares of ₹ 5 each
Equity Shares issued after the Issue (assuming full 18,49,15,902 Equity Shares of ₹ 5 each
subscription for and allotment of the Rights Entitlement)
Equity Shares subscribed and paid-up after the Issue 18,49,10,684 Equity Shares of ₹ 5 each
(assuming full subscription for and allotment of the Rights
Entitlement)
Security Codes ISIN: INE546Y01022
BSE: 540901
NSE: PRAXIS
ISIN for Rights Entitlements:
INE546Y20030
Use of Issue Proceeds For details, see “Objects of the Issue” on page
48.
Terms of the Issue For details, see “Terms of the Issue” on page
170.
Terms of Payment The full amount of the Issue Price being ₹ 10/-
will be payable on application.
**Pursuant to the Scheme of Arrangement under section 230 to 232 of Companies Act, between Future Retail Limited
(“FRL”) and Bluerock eServices Private Limited (“BSPL”) and our Company and their respective Shareholders,
5,218 Equity Shares of the Company are held in abeyance as against 104,371 Equity Shares of FRL, which are held
in abeyance.
36GENERAL INFORMATION
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.
Registered and Corporate Office, Corporate Identity Number and Registration Number
Praxis Home Retail Limited
2nd Floor, Knowledge House, Shyam Nagar
Off Jogeshwari-Vikhroli Link Road, Near Talav,
Jogeshwari East, Mumbai – 400 060
Telephone: +91 22 4518 4399
E-mail: investorrelations@praxisretail.in
Website: www.praxisretail.in
Corporate Identity Number: L52100MH2011PLC212866
Registration Number: 212866
Changes in the Registered Office Address
On June 2, 2011, our registered office was shifted from 21-22, Parekh Vora Chambers, 66, Nagindas Master Road,
Fort, Mumbai 400 001 to 32-D, Khotachi Wadi, Ideal Wafer House Compound, Girgaum, Mumbai 400 004. Further,
on July 20, 2017, our registered office was shifted from 32-D, Khotachi Wadi, Ideal Wafer House Compound,
Girgaum, Mumbai 400 004 to iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjurmarg (East),
Mumbai 400 042. Our registered office further shifted to 2nd Floor, Knowledge House, Shyam Nagar, Off Jogeshwari-
Vikhroli Link Road, Near Talav, Jogeshwari East, Mumbai – 400 060 with effect from July 1, 2024.
Address of the RoC
Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai, which is situated at the
following address:
Registrar of Companies
Registrar of Companies
100, Everest,
Marine Drive
Mumbai - 400 002
Company Secretary and Compliance Officer
Charu Srivastava
2nd Floor, Knowledge House, Shyam Nagar
Off Jogeshwari-Vikhroli Link Road, Near Talav,
Jogeshwari East, Mumbai – 400 060
Telephone: +91 22 4518 4399
E-mail: investorrelations@praxisretail.in
Statutory Auditors of our Company
M/s Singhi & Co, Chartered Accountants
37Contact Person: Ravi Kapoor
Telephone: +91 22 – 6662 5537
E-mail: ravikapoor@singhico.com
Firm registration no. 302049E
Peer Review: 014484
Independent Auditor of our Company
M/s DKMH & Co, Chartered Accountants
Contact Person: Manish Kankani
Telephone: +91 97691 68037
E-mail: manishkankani@dmkhca.in
Firm registration no. 116886W
Peer Review: 016619
Lead Managers to the Issue
Prime Securities Limited
Telephone: +91 22 61842525
Email: projectorchid@primesec.com
Investor Grievance Email: projectorchid@primesec.com
Website: www.primesec.com
Contact Person: Apurva Doshi
SEBI Registration No.: INM000000750
New Berry Capitals Private Limited
Telephone: +91 22 4881 8446
Email: mb@newberry.in
Investor Grievance Email: grievances@newberry.in
Website: www.newberry.in
Contact Person: Ankur Sharma
SEBI Registration No.: INM000012999
Statement of responsibilities
Since Prime Securities Limited and New Berry Capitals Private Limited are Lead Managers to the Issue, and all the
responsibilities pertaining to co-ordination and other activities, in relation to the Issue, shall be performed by them.
Legal Advisor to the Issue
M/s. Crawford Bayley & Co.
4th Floor, State Bank Building
N.G.N Vaidya Marg, Fort
Mumbai – 400 023
Maharashtra, India
Telephone: +91 22 2266 3353
Registrar to the Issue
MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
C-101, 1st Floor, 247 Park,
LBS Marg, Surya Nagar, Gandhi Nagar,
Vikhroli (West),
Mumbai – 400 083,
38Maharashtra, India.
Telephone: +91 810 811 4949
E-mail: praxis.rights2025@mpms.mufg.com
Investor grievance E-mail: praxis.rights2025@mpms.mufg.com
Website: https://in.mpms.mufg.com/
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Investors may contact the Registrar or our Company Secretary and Compliance Officer for any pre-Issue or post-Issue
related matter. All grievances relating to the ASBA process may be addressed to the Registrar, with a copy to the
SCSBs, giving full details such as name, address of the Applicant, contact number(s), E-mail address of the sole/ first
holder, folio number or demat account number, number of Rights Equity Shares applied for, amount blocked, ASBA
Account number and the Designated Branch of the SCSBs where the Application Form or the plain paper application,
as the case may be, was submitted by the Investors along with a photocopy of the acknowledgement slip (. For details
on the ASBA process, see “Terms of the Issue” on page 170.
Expert
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received a written consent dated July 30, 2025 from our Statutory Auditors, M/s Singhi & Co,
Chartered Accountants, to include their name in this Letter of Offer and as an “expert”, as defined under Section 2(38)
of the Companies Act 2013, to the extent and in their capacity as statutory auditors of our Company and in respect of
the inclusion of their reports on Audited Financial Statements, included in this Letter of Offer, and such consent has
not been withdrawn as of the date of this Letter of Offer.
Our Company has received a written consent dated July 30, 2025 from M/s DMKH & Co., Independent Chartered
Accountants, to include their name in this Letter of Offer and as an “expert”, as defined under Section 2(38) of the
Companies Act 2013, to the extent and in respect of the inclusion of the statement of special tax benefits dated July
30, 2025 included in this Letter of Offer, and such consent has not been withdrawn as of the date of this Letter of
Offer.
Banker to the Company
HDFC Bank Limited
Damji Shamji Bldg No: 78, Ground Floor, Nr Kanjurmarg Railway Station,
Kanjurmarg West, Mumbai – 400078
Contact Person: Alpita Chavan
Telephone: 9892149412
E-mail: alpita.chavan@hdfcbank.com
Website: www.hdfcbank.com
CIN: L65920MH1994PLC080618
Banker to the Issue and Refund Banker
HDFC Bank Limited
Damji Shamji Bldg No: 78, Ground Floor, Nr Kanjurmarg Railway Station,
Kanjurmarg West, Mumbai – 400078
Contact Person: Alpita Chavan
Telephone: 9892149412
E-mail: alpita.chavan@hdfcbank.com
Website: www.hdfcbank.com
CIN: L65920MH1994PLC080618
Self-Certified Syndicate Banks
39The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website
of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time.
For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated
Intermediaries, please refer to the above-mentioned link.
Issue Schedule
The subscription will open upon the commencement of the banking hours and will close upon the close of banking
hours on the dates mentioned below:
Issue Opening Date Thursday, August 7, 2025
Last Date for On Market Renunciation of Rights Tuesday, August 12, 2025
Entitlements#
Issue Closing Date* Monday, August 18, 2025
Finalization of Basis of Allotment (on or about) Friday, August 22, 2025
Date of Allotment (on or about) Tuesday, August 26, 2025
Date of Credit (on or about) Monday, September 01, 2025
Date of Listing (on or about) Friday, September 05, 2025
#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 authorized committee thereof will have the right to extend the Issue Period as it may determine
from time to time but not exceeding 30 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.
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not
provided the details of their demat accounts to our Company or to the Registrar, they are required to provide their
demat account details to our Company or the Registrar not later than two Working Days prior to the Issue Closing
Date, i.e., Monday, August 18, 2025, to enable the credit of the Rights Entitlements by way of transfer from the demat
suspense escrow account to their respective demat accounts, at least one day before the Issue Closing Date, i.e.,
Monday, August 18, 2025.
Investors are advised to ensure that the Applications are submitted on or before the Issue Closing Date. Our Company,
the Lead Managers or the Registrar to the Issue will not be liable for any loss on account of non-submission of
Applications on or before the Issue Closing Date. For details on submitting Application Forms, see “Terms of the
Issue” beginning on page 170.
The details of the Rights Entitlements with respect to each Eligible Equity Shareholders can be accessed by such
respective Eligible Equity Shareholders on the website of the Registrar at https://in.mpms.mufg.com/ after keying in
their respective details along with other security control measures implemented there at. For further details, see “Terms
of the Issue” on page 170.
Please note that if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before
Issue Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date.
No Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were
purchased from market and purchaser will lose the premium paid to acquire the Rights Entitlements. Persons who are
credited the Rights Entitlements are required to make an Application to apply for Equity Shares offered under Rights
Issue for subscribing to the Equity Shares offered under Issue.
Credit Rating
This being a Rights Issue of Equity Shares, the appointment of a credit rating agency is not required.
Debenture Trustee
This being a Rights Issue of Equity Shares, the appointment of debenture trustee is not required.
40Monitoring Agency
Since the Issue size does not exceed ₹ 10,000 Lakhs there is no requirement to appoint a monitoring agency in relation
to the Issue under SEBI ICDR Regulation.
Appraising Entity
None of the purposes for which the Net Proceeds are proposed to be utilized have been financially appraised by any
banks or financial institution or any other independent agency.
Underwriting
This Issue is not underwritten and our Company has not entered into any underwriting arrangement.
Filing
This Letter of Offer is being filed with the Stock Exchanges i.e. BSE and NSE as per the provisions of the SEBI ICDR
Regulations. Further, in terms of SEBI ICDR Regulations, our Company shall file the copy of this Letter of Offer with
the SEBI at its office located at SEBI Bhavan, Plot No. C4-A, G Block, Bandra Kurla Complex, Bandra (East),
Mumbai 400 051, Maharashtra, India and through the SEBI intermediary portal at https://siportal.sebi.gov.in in terms
of the SEBI circular bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, for the
purpose of their information and dissemination on its website.
Minimum Subscription
The objects of the Issue do not involve financing of capital expenditure.
Our Promoter, Kishore Biyani, by letter dated December 16, 2024, (the “Promoter Subscription Letter”) and by a
subsequent reaffirmation letter dated July 28, 2025, issued on behalf of the Promoter Group of the Company, except
Future Corporate Resources Private Limited, has confirmed and ensured the following:
i. to subscribe to their Rights Entitlements in the Issue or renounce a portion of their Rights Entitlements in
favour of the Promoters or other member(s) of our Promoter Group or in favour of existing shareholders of
the Company or third party investors;
ii. to subscribe to additional Rights Equity Shares including subscribing to any unsubscribed portion in the
Issue, if any, or subscription pursuant to Rights Entitlement acquired through renunciation, either individually
or jointly and / or severally with any other members of the Promoter Group, subject to compliance with the
minimum public shareholding requirements, as prescribed under the SCRR, the Companies Act, the SEBI
ICDR Regulations, the SEBI Listing Regulations, the SEBI Takeover Regulations and other applicable laws
/ regulations.
The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above their Rights
Entitlements, as applicable, or subscription to the unsubscribed portion of this Issue, shall not result in a change of
control of the management of our Company. Our Company is and will be in compliance with Regulation 38 of the
SEBI Listing Regulations and will continue to comply with the minimum public shareholding requirements under the
Applicable Law.
Our other Promoter, Future Corporate Resources Private Limited (“FCRPL”), holding only a 0.31% shareholding of
our Company, has been admitted to corporate insolvency resolution proceedings (“CIRP”) by the Hon’ble National
Company Law Tribunal, Mumbai bench (“NCLT”), consequent to the proceedings initiated by the Central Bank of
India (“Financial Creditor”) against FCRPL under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC”).
41Further, an Interim Resolution Professional (“IRP”) has been appointed by the NCLT to take control of FCRPL and
the erstwhile management has been suspended in accordance with the provisions of the IBC. Therefore, Mr. Kishore
Biyani is unable to provide confirmation on behalf of FCRPL regarding its participation to subscribing or renouncing
to the Rights Entitlements of FCRPL. However, if any such instructions are received from the IRP of FCRPL, our
Company / Board shall duly consider such subscription or renouncement, as the case may be.
Accordingly, the minimum subscription criteria provided under Regulation 86 (1) of the SEBI ICDR Regulations shall
apply to this Issue. In accordance with Regulation 86 of the SEBI ICDR Regulations, if our Company does not receive
minimum subscription of at least 90% of the Equity Shares being offered under this Issue, on an aggregate basis, our
Company shall refund the entire subscription amount received within 4 (four) days from the Issue Closing Date in
accordance with the SEBI Master Circular. If there is a delay in making refunds beyond such period as prescribed by
applicable laws, our Company will pay interest for the delayed period at rate as prescribed under the applicable laws.
42CAPITAL STRUCTURE
The share capital of our Company as on date of this Letter of Offer and the details of the Equity Shares proposed to
be issued in the Issue, and the issued, subscribed and paid-up share capital after the Issue is set forth below:
(In ₹ lakhs, except share data)
Aggregate value at Aggregate value at issue
Particulars
nominal value price
AUTHORISED SHARE CAPITAL
30,00,00,000 Equity Shares of ₹ 5 each 15,000.00
6,30,000 Redeemable Preference Shares of ₹ 100 each 630.00
TOTAL AUTHORISED SHARE CAPITAL 15,630.00
ISSUED SHARE CAPITAL
13,53,35,902 Equity Shares of ₹ 5 each# 6,766.80
6,30,000 Redeemable Preference Shares of ₹ 100 each@ 630.00
SUBSCRIBED AND PAID-UP SHARE CAPITAL
13,53,30,684 Equity Shares of ₹ 5 each# 6,766.53
6,30,000 Redeemable Preference Shares of ₹ 100 each@ 630.00
PRESENT ISSUE IN TERMS OF THIS LETTER OF OFFER(1)
Up to 4,95,80,000 Rights Equity Shares (for Eligible Equity
2,479.00 4,958.00
Shareholders) of ₹ 5 each
ISSUED SHARE CAPITAL AFTER THE ISSUE(1)(2)
18,49,15,902 Equity Shares of ₹ 5 each 9,245.80
6,30,000 Redeemable Preference Shares of ₹ 100 each@ 630.00
SUBSCRIBED AND PAID-UP SHARE CAPITAL
AFTER THE ISSUE
18,49,10,684 Equity Shares of ₹ 5 each# 9,245.53
6,30,000 Redeemable Preference Shares of ₹ 100 each@ 630.00
SECURITIES PREMIUM ACCOUNT
Before the Issue 13,297.71
After the Issue 15,776.71
(1) The Issue has been authorised by our Board through its resolution dated November 11, 2024, pursuant to Section
62 of the Companies Act, 2013 and other applicable provisions.
(2) Assuming full subscription by the Eligible Equity Shareholders of the Rights Equity Shares.
# Pursuant to the Scheme of Arrangement under section 230 to 232 of Companies Act between Future Retail Limited
(“FRL”) and Bluerock eServices Private Limited (“BSPL”) and the Company and their respective shareholders,
5,218 Equity Shares of the Company are held in abeyance as against 104,371 Equity Shares of FRL, which are held
in abeyance.
*Subject to finalization of Basis of Allotment, Allotment and deduction of Issue expenses.
@ Allotted to Future Enterprise Limited as shareholder of BSPL, pursuant to the Scheme of Arrangement under
section 230 to 232 of Companies Act between FRL and BSPL and the Company.
Notes to Capital Structure
1. Shareholding Pattern of our Company
i. The details of the shareholding pattern of our Company as on June 30, 2025, can be accessed on the website
of BSE at https://www.bseindia.com/stock-share-price/praxis-home-retail-ltd/praxis/540901/shareholding-
43pattern/ and NSE at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-
pattern?symbol=PRAXIS&tabIndex=equity
ii. The details of shareholders of our Company holding 1% or more of the paid-up capital as on June 30, 2025
can be accessed on the website of BSE at
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=540901&qtrid=126.00&QtrNam
e=Jun-25 and NSE at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-
pattern?symbol=PRAXIS&tabIndex=equity
iii. The details of the Equity Shares held by our Promoter and members of our Promoter Group as on June 30,
2025, including details of Equity Shares which are locked-in, pledged or encumbered can be accessed on the
website of BSE at
https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=540901&qtrid=126.00&QtrName
=Jun-25 and NSE at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-
pattern?symbol=PRAXIS&tabIndex=equity
iv. Statement showing holding of Equity Shares of persons belonging to the category “Public” including
shareholders holding more than 1% of the total number of Equity Shares as on June 30, 2025, can be accessed
at
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=540901&qtrid=126.00&QtrNam
e=Jun-25 and NSE at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-
pattern?symbol=PRAXIS&tabIndex=equity
2. Details of outstanding instruments as on the date of this Letter of Offer
Praxis Home Retail Limited Share Value Appreciation Rights Plan -2018
Our Company has formulated 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 (“SVAR Plan-2018”). The
purpose of the SVAR Plan-2018 is to reward the Employees of the Company for their performance and to motivate
them to contribute to the growth and profitability of the Company. The Company also intends to use the SVAR Plan-
2018 is to retain talent working with the Company through Employee Stock Option / Stock Appreciation Rights. The
Company at its Eighth Annual General Meeting held on September 21, 2019 amended the Praxis SVAR Plan- 2018
to the effect that the number of ESOPs / SARs that may be granted to the Employee(s) of the Company or of its
subsidiary company(ies) under the Plan, in any financial year shall be less than 1% (one percent) of the issued equity
share capital (excluding outstanding warrants and conversions) of the Company, however number of ESOPs/ SARs
that may be granted to any specific Employee(s) of the Company or of its subsidiary company(ies) in aggregate under
the Plan may exceed 1% (one percent) of the issued equity share capital (excluding outstanding warrants and
conversions) of the Company, over the tenure of the Plan
As on June 30, 2025, the details of options pursuant to SVAR Plan-2018 are as follows:
Particulars Grant I Grant II
Total No. of Options under the Plan 9,75,000
Options granted under SVAR Plan – 2018 3,07,500 1,59,000
Options outstanding but not exercised Nil Nil
Options exercised Nil Nil
Options cancelled/ lapsed* 3,07,500 1,59,000
Options outstanding and vested but not exercised Nil Nil
Total Options un-granted (Pool)** Nil
* Cancelled/lapsed due to resignation
** The Board of our Company has cancelled all ungranted options under the SVAR Plan -2018 and hence, no further
grants shall be offered under the SVAR Plan – 2018
Praxis Home Retail Limited Employee Stock Option Plan – 2021
44Our Company has formulated 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 (“Praxis ESOP – 2021”). The purpose
of the Praxis ESOP - 2021 is to reward the Employees of the Company for their performance and to motivate them to
contribute to the growth and profitability of the Company. The Company also intends to use this Praxis ESOP – 2021
is to retain talent working with the Company through Employee Stock Option.
As on June 30, 2025, the details of options pursuant to Praxis ESOP – 2021 are as follows:
Particulars Grant
Total number of options under the Plan 20,00,000
Options granted under Praxis ESOP - 2021 13,05,000
Options outstanding but not exercised Nil
Options exercised 8,37,000
Options cancelled/ lapsed* 4,68,000
Options outstanding and vested but not exercised# Nil
Total Options un-granted (Pool)** Nil
* Cancelled/lapsed due to resignation
** The Board of our Company has cancelled all ungranted options under the Praxis ESOP - 2021 and hence, no
further grants shall be offered under the Praxis ESOP – 2021
Praxis Home Retail Limited Employee Stock Option Plan – 2024
Our Company has formulated Praxis Home Retail Limited Employee Stock Option Plan – 2024 pursuant to a special
resolution passed by the shareholders of our Company on April 27, 2024 (“Praxis ESOP – 2024”). The purpose of
the Praxis ESOP - 2024 is to reward the Employees of the Company for their performance and to motivate them to
contribute to the growth and profitability of the Company. The Company also intends to use this Praxis ESOP – 2024
is to retain talent working with the Company through Employee Stock Option.
As on June 30, 2025, the details of options pursuant to Praxis ESOP – 2024 are as follows:
Particulars Grant
Total number of options under the Plan 30,00,000
Options granted under Praxis ESOP - 2024 5,00,000
Options outstanding but not exercised 5,00,000
Options exercised Nil
Options cancelled/ lapsed Nil
Options outstanding and vested but not exercised Nil
Total Options un-granted (Pool) 25,00,000
Equity Share Warrants allotted on preferential basis by our Company
On May 9, 2024, our Company allotted 45,07,629 Equity Share Warrants, also on a preferential basis, carrying an
entitlement to subscribe to an equivalent number of Equity Shares with a face value of ₹5 each. These were priced at
₹43.26 per warrant, including a premium of ₹38.26 per warrant, resulting in a total consideration of ₹19.50 crores.
As on June 30, 2025, the details of the outstanding warrants are as follows:
Equity Share Date of Equity Share Warrants Equity Share Equity Share
Warrant Holder Allotment originally allotted Warrants Exercised Warrants outstanding
Benette Coleman May 9, 45,07,629 Nil 45,07,629
& Co. 2024
Except share warrants mentioned above and stock options granted and outstanding under Praxis ESOP - 2024, as on
the date of this Letter of Offer, there are no other outstanding warrants, options or rights to convert debentures, loans
45or other convertible instruments into Equity Shares or any other right, which would entitle any person to any option
to receive Equity Shares.
3. Except as disclosed below, no Equity Shares held by our Promoters or Promoter Group have been locked-in,
pledged or encumbered as on June 30, 2025:
Shareholder Number of Equity Equity Shares as a percentage of
Shares total shares
Equity Shares locked-in/ encumbered/pledged
None Nil Nil
4. Except as disclosed below, our Promoters and Promoter Group have not acquired any Equity Shares in the one
year immediately preceding the date of filing of this Letter of Offer with Designated Stock Exchange except the
following.
Sr. Name of Pre- No. of Post- Mode^ Date of
No shareholder acquisition Equity acquisition Acquisition
holding Shares holding
acquired
1. NIL NIL NIL NIL NIL NIL
5. Intention and extent of participation by our Promoters and Promoter Group
Our Promoter, Kishore Biyani, by letter dated December 16, 2024, (the “Promoter Subscription Letter”) and
by a subsequent reaffirmation letter dated July 28, 2025, issued on behalf of the Promoter Group of the Company,
except Future Corporate Resources Private Limited, has confirmed and ensured the following:
i. to subscribe to their Rights Entitlements in the Issue or renounce a portion of their Rights Entitlements
in favour of the Promoters or other member(s) of our Promoter Group or in favour of existing
shareholders of the Company or third party investors;
ii. to subscribe to additional Rights Equity Shares including subscribing to any unsubscribed portion in the
Issue, if any, or subscription pursuant to Rights Entitlement acquired through renunciation, either
individually or jointly and / or severally with any other members of the Promoter Group, subject to
compliance with the minimum public shareholding requirements, as prescribed under the SCRR, the
Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the SEBI Takeover
Regulations and other applicable laws / regulations.
The acquisition of Rights Equity Shares by our Promoters and our Promoter Group, over and above their Rights
Entitlements, as applicable, or subscription to the unsubscribed portion of this Issue, shall not result in a change
of control of the management of our Company. Our Company is and will be in compliance with Regulation 38
of the SEBI Listing Regulations and will continue to comply with the minimum public shareholding
requirements under the Applicable Law.
Our other Promoter, Future Corporate Resources Private Limited (“FCRPL”), holding only a 0.31%
shareholding of our Company, has been admitted to corporate insolvency resolution proceedings (“CIRP”) by
the Hon’ble National Company Law Tribunal, Mumbai bench (“NCLT”), consequent to the proceedings
initiated by the Central Bank of India (“Financial Creditor”) against FCRPL under Section 7 of the Insolvency
and Bankruptcy Code, 2016 (“IBC”).
Further, an Interim Resolution Professional (“IRP”) has been appointed by the NCLT to take control of FCRPL
and the erstwhile management has been suspended in accordance with the provisions of the IBC. Therefore, Mr.
Kishore Biyani is unable to provide confirmation on behalf of FCRPL regarding its participation to subscribing
or renouncing to the Rights Entitlements of FCRPL. However, if any such instructions are received from the
46IRP of FCRPL, our Company / Board shall duly consider such subscription or renouncement, as the case may
be.
6. The ex-rights price of the Equity Shares as per Regulation 10(4)(b) of SEBI SAST Regulations is ₹ 13.46.
7. At any given time, there shall be only one denomination of the Equity Shares of our Company.
8. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as date of this Letter of Offer.
Further, the Rights Equity Shares allotted pursuant to the Issue shall be fully paid up.
47OBJECTS OF THE ISSUE
We intend to utilize the gross proceeds raised through the Issue (the “Gross Proceeds”) after deducting the Issue
related expenses (“Net Proceeds”) for the following objects:
1. To reduce the current liabilities by repaying part of our Borrowings;
2. To reduce the current liabilities by repaying part of our outstanding trade payables;
3. General corporate purposes.
(Collectively, referred to as the “Objects”)
The main object clause of our Memorandum of Association enables our Company to undertake its existing activities.
Issue Proceeds
The details of the Issue Proceeds are set forth in the following table:
(₹ in lakhs)
Particulars Estimated Amount
Gross Proceeds* 4,958.00
Less: Estimated Issue related expenses 104.54
Net Proceeds 4,853.46
*Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment. The amount utilized for
general corporate purposes shall not exceed 25% of the Gross Proceeds.
Requirement of funds and utilisation of Net Proceeds
The Net Proceeds are proposed to be used in accordance with the details set forth in the following table:
(₹ in lakhs)
Particulars Estimated Amount
{Rs. In lakhs}
To reduce the current liabilities by repaying part of our Borrowings 1,000.00
To reduce the current liabilities by repaying part of our outstanding trade payables 2,800.00
General corporate purposes* 1,053.46
Net Proceeds* 4,853.46
*Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment. The amount utilized for
general corporate purposes shall not exceed 25% of the Gross Proceeds.
Utilization of Net Proceeds and schedule of implementation
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(₹ in lakhs)
Sr. Particulars Amount to be deployed Estimated deployment of
No. from Net Proceeds Net Proceeds
Fiscal 2026
1. To reduce the current liabilities by repaying 1,000.00 1,000.00
part of our Borrowings
2. To reduce the current liabilities by repaying 2,800.00 2,800.00
part of our outstanding trade payables
3. General corporate purposes* 1,053.46 1,053.46
Net Proceeds** 4,853.46 4,853.46
* The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
** Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment.
48The above fund requirements are based on our current business plan, management estimates and have not been
appraised by any bank or financial institution. Our Company’s funding deployment schedule are subject to revision
in the future, in compliance with the applicable laws, at the discretion of our Board and will not be subject to
monitoring by any independent agency. The Net Proceeds are estimated to be deployed immediately upon receipt of
proceeds from the Rights Issue and, in any event, within 60 calendar days of receipt. Further, in case the Net Proceeds
are not completely utilised in a scheduled Fiscal Year due to any reason, the same would be utilised (in part or full) in
the subsequent Fiscal Year i.e. Fiscal 2026. For further details, please see the section titled “Risk factors - The
deployment of funds raised through this Issue shall not be subject to monitoring by any monitoring Agency and shall
be purely dependent on the discretion of the management of our Company” on page 28.
In case of any increase in the actual utilisation of funds earmarked for any of the Objects of the Issue or a shortfall in
raising requisite capital from the Net Proceeds, such additional funds for a particular activity will be met through
means available to us, including by way of incremental debt and/or internal accruals.
Means of Finance
The requirements of funds for the Objects of the Issue detailed above are intended to be funded from the Net Proceeds.
Accordingly, our Company confirms that there is no requirement for it to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the
Issue.
Details of the Objects of the Issue
1. To reduce the current liabilities by repaying part of our Borrowings.
Our Company has entered into various financial arrangements over time which primarily involve inter corporate
Deposits (ICDs) for meeting our working capital requirements and other general corporate purpose. The
borrowings facilities availed by our Company include borrowing in the form of unsecured and short-term
borrowings. As of March 31, 2025, we had total outstanding borrowings of ₹ 11,783.15 lakhs. Our Company
proposes to utilise an estimated amount of ₹ 1,000.00 lakhs from the Net Proceeds towards full or partial
repayment or pre-payment of certain unsecured and short-term borrowings availed by our Company. The details
of the borrowings availed by our Company, which are proposed to be fully or partially repaid from the Net
Proceeds are mentioned below:
Name of the Nature of Total Principal Interest Purpose Repayme Prepayment Amount
Lender Borrowin Principal Amount rate of nt penalty/ proposed to
g Amount outstanding as (% per availing schedule conditions be repaid
(Rs. in on March 31, annum} loan from Net
lakhs} 2025 Proceeds
{Rs. In lakhs} {Rs. In
lakhs}
Sahi Trading ICD 500.00 500.00 12% Working As per No 500.00
Private Limited Capital demand Prepayment
Penalty
Rathod ICD 500.00 500.00 12% Working As per No 500.00
Fintrade Capital demand Prepayment
Private Limited Penalty
1,000.00 1,000.00 1,000.00
The selection of borrowings proposed to be repaid/pre-paid amongst our borrowing arrangements availed is based on
various factors including (i) ensuring borrowing proposed to be repaid/pre-paid are from non-related lenders, (ii) cost
of borrowing, including applicable interest rates (iii), any conditions attached to the borrowings restricting our ability
to prepay the borrowings and time taken to fulfil or obtain waiver for such requirements, and (iv) other commercial
considerations including, among others, the amount of the borrowing outstanding and the remaining tenor of the
49borrowings. However, the aggregate amount to be utilised from the Net Proceeds towards repayment or prepayment
of borrowings in part or full, would not exceed ₹ 1,000.00 lakhs.
We believe that such repayment and/or pre-payment will help reduce our outstanding indebtedness on a consolidated
basis, debt servicing costs improve our debt-to-equity ratio and enable utilisation of our accruals for further investment
in our business growth and expansion. Additionally, we believe that the leverage capacity of our Company will
improve our ability to raise further resources in the future to fund our potential business development opportunities
and plans to grow and expand our business.
If the Net Proceeds are insufficient to the extent required for making payments for such costs, such excessive amount
shall be met from our internal accruals.
2. To reduce the current liabilities by repaying part of our outstanding trade payables
As on March 31, 2025, we have ₹ 9,417.23 lakhs outstanding against our trade payables to 724 parties, of which 722
are non-related parties. Our Company intends to utilize ₹ 2,800.00 lakhs from the Net Proceeds of the Issue to pay
non-related party trade payables. Since, the outstanding trade payables cannot be met from our existing debt facilities
and supplier credit, we expect the same to be met through a fresh infusion of funds by way of equity.
The following are our outstanding trade payables as on March 31, 2025:
(₹ in lakhs)
Particulars Total amount of outstanding*
a. Amount due to related parties 118.46
b. Trade Payables other than related parties 9,298.77
c. Total 9,417.23
* Our Statutory Auditor, M/s. Singhi & Co, Chartered Accountants, pursuant to their certificate dated July 30, 2025,
have confirmed these details of outstanding trade payables and the amount outstanding.
Out of the above outstanding trade payables as on March 31, 2025, we intend to utilize ₹ 2,800.00 lakhs from the Net
Proceeds of the Issue to pay select trade payables who are non-related parties. The selection of outstanding trade
payables to be paid from the Net Proceeds shall be based on various factors, including, amongst others (i) amount
outstanding to our Company; (ii) terms and conditions with such trade payables and (iii) other commercial
considerations as per decision of our management. Further, considering that these trade payables, routinely provide
payment credit to our Company it is possible that some of these trade payables may get paid in routine course of
operations from the routine cash flow and internal accruals of the Company, such trade payables would be substituted
with other trade payables and those would be paid from the Net Proceeds.
3. General Corporate Purposes
The Net Proceeds will first be utilized for the Objects as set out above. Subject to this, our Company intends to deploy
balance left out of the Net Proceeds, aggregating to ₹ 1,053.46 Lakhs, towards general corporate purposes and the
business requirements of our Company, as approved by our management, from time to time, subject to such utilization
for general corporate purposes not exceeding 25% of the Gross Proceeds from the Issue, in compliance with the SEBI
ICDR Regulations. Such utilisation towards general corporate purposes shall be to drive our business growth,
including, amongst other things including but not limited funding our growth opportunities, strengthening marketing
capabilities and brand building exercises, and strategic initiatives and any other purpose as permitted by applicable
laws; subject to meeting regulatory requirements and obtaining necessary approvals / consents, as applicable.
The quantum of utilization of funds towards any of the above purposes will be determined based on the amount
actually available under this head and the business requirements of our Company, from time to time. Our Board will
have flexibility in utilizing surplus amounts, if any.
Estimated Issue related expenses
The total expenses of the Issue are estimated to be approximately ₹ 104.54 lakhs. The expenses of the Issue include,
among others, fees of the Lead Managers, fees of the Registrar to the Issue, fees of the other advisors, printing and
50stationery expenses, advertising, and marketing expenses and other expenses.
The estimated Issue expenses are as under:
Table: Estimated Issue Expenses
Sr. Activity Estimated % of Total % of
No. Amount Estimated Total
(in ₹ lakh)* Issue Issue
Expenses* Size*
1 Fees to Lead Managers, Registrar, Legal Advisors, and other 71.25 68.16 1.44
professionals
2 Advertising and marketing expenses 2.50 2.39 0.05
3 Regulators including SEBI and Stock Exchanges 23.75 22.72 0.48
4 Printing and distribution of issue stationery 3.79 3.62 0.08
5 Other expenses (stamp duty) 0.25 0.24 0.01
6 Other expenses (miscellaneous) 3.00 2.87 0.06
Total estimated expenses 104.54 100 2.11
* Subject to finalisation of Basis of Allotment and actual Allotment. In case of any difference between the estimated
Issue related expenses and actual expenses incurred, the shortfall or excess shall be adjusted with the amount
allocated towards general corporate purposes. All Issue related expenses will be paid out of the Gross Proceeds from
the Issue.
Appraisal of the Objects
None of the Objects for which the Net Proceeds will be utilized have been appraised by any agency.
Interim Use of Funds
Pending utilization for the purposes described above, we intend to deposit the Net Proceeds only in scheduled
commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934 or in any such other
manner as permitted under the SEBI ICDR Regulations or as may be permitted by SEBI. We confirm that pending
utilization of the Net Proceeds for the Objects of the Issue, our Company shall not utilize the Net Proceeds for any
investment in the equity markets, real estate or related products.
Bridge Loan
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Letter of
Offer, which are proposed to be repaid from the Net Proceeds.
Monitoring Utilization of Funds from Issue
As this is an Issue for an amount less than ₹10,000 lakhs, there is no requirement for the appointment of a monitoring
agency. The Board or its duly authorized committees will monitor the utilization of the proceeds of the Issue. Our
Company will disclose the utilization of the Issue Proceeds, including interim use, under a separate head along with
details, for all such Issue Proceeds that have not been utilized. Our Company will indicate investments, if any, of
unutilized Issue Proceeds in the balance sheet of our Company for the relevant Financial Years subsequent to the
listing.
We will also on an annual basis, prepare a statement of the funds which have been utilized for purposes other than
those stated in this Letter of Offer, if any, and place it before the Audit Committee and the Board. Such disclosure
will be made only until all the Issue Proceeds have been utilized in full. The statement shall be reviewed by the Audit
Committee and our Statutory Auditor for their comments, if any, on the same. Further, in accordance with Regulation
5132 of the SEBI Listing Regulations, we will furnish to the Stock Exchange on a quarterly basis, a statement including
deviations and variations, if any, in the utilization of the Issue Proceeds from the Objects of the Issue as stated above.
Strategic and Financial Partners to the Objects of the Issue
There are no strategic or financial partners to the Objects of the Issue.
Key Industry Regulations for the Objects of the Issue
No additional provisions of any acts, regulations, rules and other laws are or will be applicable to the Company for
the proposed Objects of the Issue.
Other Confirmations
Except as disclosed above, there is no material existing or anticipated transactions in relation to the utilisation of the
Net Proceeds with our Promoters, Directors or Key Management Personnel of our Company and no part of the Net
Proceeds will be paid as consideration to any of them. Except as disclosed above, none of our Promoters, members of
Promoter Group or Directors are interested in the Objects of the Issue.
Our Company does not require any material Government and regulatory approvals in relation to the Objects of the
Issue.
52STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors
Praxis Home Retail Limited
2nd Floor, Knowledge House,
Shyam Nagar Off Jogeshwari-
Vikhroli Link Road, Near Talav,
Jogeshwari East, Mumbai,
Maharashtra 400060.
Prime Securities Limited
1109 / 1110, Maker Chamber V,
Nariman Point, Mumbai,
Maharashtra 400021.
New Berry Capitals Private Limited
A-602, Level 6,
Marathon NextGen Innova,
Ganapatrao Kadam Marg,
Lower Parel West, Mumbai,
Maharashtra 400013.
(Prime Securities Limited and New Berry Capitals Private Limited with any other lead managers that may be
appointed in connection with the issue, the “Lead Managers”)
Dear Sirs,
Re: Statement of Special Tax Benefits available to Praxis Home Retail Limited (‘the Company’) and
shareholders of the Company under the applicable direct tax laws in India prepared in connection with the
proposed rights issue of equity shares of face value of Rs. 5 each of the Company (the “Issue”), in accordance
with the requirements of the Securities and Exchange of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”)
This Statement is issued in accordance with the terms of our letter of engagement dated July 15, 2025, with the
company.
We hereby confirm that the enclosed statement in the Annexure I, states the possible special tax benefits under direct
tax laws i.e. Income tax Rules, 1962 as amended by the Finance Act, 2025, i.e., applicable for the Financial Year
2025-26 relevant to the Assessment Year 2026-27, as amended and presently in force in India (hereinafter referred to
as “Income Tax Laws”), and indirect tax laws i.e. the Central Goods and Services Tax Act, 2017, Integrated Goods
and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff
Act, 1975 as amended, the rules and regulations, circulars and notifications issued there under, Foreign Trade Policy
presently in force in India, available to the Company and its shareholders.
Several of these benefits are dependent on the Company, its shareholders as the case may be, fulfilling the conditions
prescribed under the relevant provisions of the statute. Hence, the ability of the Company, its shareholders to derive
the special tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives the
Company and its shareholders faces in the future, the Company and its shareholders may or may not choose to fulfill.
The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company and to the
shareholders of the Company and are not exhaustive and also do not cover any general tax benefits available to the
Company. Further, any benefits available under any other laws within or outside India have not been examined and
53covered by this Statement.
The benefits discussed in the enclosed Annexure I are not exhaustive. This statement is only intended to provide
general information to the investors and is neither designed nor intended to be a substitute for professional tax advice.
In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult
his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue.
Neither are we suggesting nor advising the investor to invest in the Issue based on this statement.
The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.
We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read
with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in
the Letter of Offer “(Offer Document”) of the Company or in any other documents in connection with the Issue.
We hereby give consent to include this statement of special tax benefits in the Offer Documents and in any other
material used in connection with the Issue.
We confirm that while providing this certificate, we have complied with the Code of Ethics issued by the Institute of
Chartered Accountants of India. We have complied with the relevant applicable requirements of the Standard on
Quality Control (SQC) 1, ‘Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services Engagements,’ issued by the ICAI.
This certificate is issued for the sole purpose of the Issue, and can be used, in full or part, for inclusion in the Offer
Documents and any other material used in connection with the Issue, and for the submission of this certificate as may
be necessary, to any regulatory / statutory authority, recognized stock exchanges, any other authority as may be
required and/or for the records to be maintained by the Lead Manager in connection with the Issue and in accordance
with applicable law, and for the purpose of any defense the Lead Manager may wish to advance in any claim or
proceeding in connection with the contents of the Offer Documents.
This certificate may be relied on by the Company, Lead Manager, their affiliates and the legal counsel in relation to
the Issue.
We undertake to immediately update you, in writing, of any changes in the abovementioned information until the date
the Equity Shares issued pursuant to the Issue commence trading on the recognized stock exchanges. In the absence
of any such communication, you may assume that there is no change in respect of the matters covered in this certificate
until the date the Equity Shares commence trading on the recognized stock exchanges.
Yours faithfully,
For M/s DMKH & Co.
Chartered Accountants
FRN: 116886W
CA. Manish Kankani
Partner
Membership No.: 158020
UDIN: 25158020BMIZPQ4919
Date: July 30, 2025
Place: Mumbai
CC:
M/s. Crawford Bayley & Co.
54State Bank Building, 4th Floor
NGN Vaidya Marg,
Fort, Mumbai – 400 023.
(Crawford Bayley & Co. referred to as the “Legal Counsel”)
55ANNEXURE I
STATEMENT OF POSSIBLE DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY,
SHAREHOLDERS AND MATERIAL SUBSIDIARY OF THE COMPANY
The information provided below sets out the possible tax benefits available to Praxis Home Retail Limited (“the
Company”) and its shareholders, under the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act 2025,
i.e., applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27, as amended and presently in
force in India (together, the “Direct Tax Laws”) and the Customs Tariff Act, 1975, the Central Goods and Services
Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act,
2017, respective State Goods and Services Tax Act, 2017 and Goods and Services Tax (Compensation to States) Act,
2017 read with the relevant Central Goods and Services Tax Rules, 2017, Integrated Goods and Services Tax Rules,
2017, Union Territory Goods and Services Tax Rules, State Goods and Services Tax Rules, 2017 and notifications
issued under these Acts and Rules and the foreign trade policy.
It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are
advised to consult their own tax consultant with respect to the tax implications of an investment in the equity shares
particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may
have a different interpretation on the benefits, which an investor can avail.
You should consult your own tax advisors concerning the Indian tax implications and consequences of purchasing,
owning and disposing of equity shares in your situation.
a. Special tax benefits available to the Company
There are no special tax benefits available to the Company under the provisions of the Income Tax Act, 1961 read
with the relevant Income Tax Rules, 1962, the Customs Tariff Act, 1975, the Central Goods and Services Tax Act,
2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017,
respective State Goods and Services Tax Act, 2017 and Goods and Services Tax (Compensation to States) Act, 2017
read with the relevant Central Goods and Services Tax Rules, 2017, Integrated Goods and Services Tax Rules, 2017,
Union Territory Goods and Services Tax Rules, State Goods and Services Tax Rules, 2017 and notifications issued
under these Acts and Rules and the foreign trade policy.
b. Special tax benefits available to Shareholders
The shareholders of the Company are also not eligible to any special tax benefits under the provisions of the
Income Tax Act, 1961 read with the relevant Income Tax Rules, 1962, the Customs Tariff Act, 1975 and / or Central
Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, Union Territory Goods and Services
Tax Act, 2017, respective State Goods and Services Tax Act, 2017 and Goods and Services Tax (Compensation to
States) Act, 2017 read with the relevant Central Goods and Services Tax Rules, 2017, Integrated Goods and Services
Tax Rules, 2017, Union Territory Goods and Services Tax Rules, State Goods and Services Tax Rules, 2017 and
notifications issued under these Acts and Rules and the foreign trade policy.
56SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The industry related information in this chapter is derived from the reports titled “India Home Furniture Market
2024-2029” dated September 10, 2024, (referred as “Home Furniture Report”) prepared by Mordor Intelligence
Private Limited, except for other publicly available information as cited in this chapter. Neither we nor any other
person connected with the Issue has verified the information in the Home Furniture Report or other publicly available
information cited in this chapter. Further, the Home Furniture Report was prepared on the basis of information as of
specific dates which may no longer be current or reflect current trends. Opinions in the Home Furniture Report may
be based on estimates, projections, forecasts and assumptions that may prove to be incorrect. Prospective investors
are advised not to unduly rely on the Home Furniture Report.
Industry sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not
guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such
information.
MARKET INSIGHTS AND DYNAMICS OF INDIA HOME FURNITURE MARKET
MARKET OVERVIEW
The Indian home furniture market was valued at USD 21.4 billion in 2023. In 2023, the living room furniture segment
dominated the market, capturing 42.9% of the share. This was followed by the bedroom furniture segment, which
captured 26.0%, and the kitchen furniture segment, which captured 15.3%. The demand for residential furniture is
rising, driven by a surge in contract customer orders. Additionally, an uptick in single—and two-person households
is fuelling a need for compact, portable furniture. The home furniture market in India is witnessing growth, buoyed
by factors such as an expanding residential construction sector, increasing internet penetration, a growing preference
for eco-friendly products, and evolving lifestyle choices.
India Home Furniture Market (USD billion), 2020–2029
45.0
40.5
40.0
36.5
35.0 33.0
29.7
30.0
26.7
23.9
25.0
21.4
19.1
20.0
16.9
14.6
15.0
10.0
5.0
-
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
57India is the world's fourth-largest furniture consumer and the fifth-largest exporter. In 2023, the United States was
India's primary furniture export destination, accounting for 45.74% of its total sales. This was followed by Germany
(5.87%), the Netherlands (5.83%), the United Kingdom (5.15%), and France (4.86%). China dominated India's
furniture imports in 2023, capturing 49.38% of the total market shares. This was followed by Italy (6.8%), Germany
(6.69%), the United States (6.58%), and Malaysia (3.53%).
Furniture and Other Related Categories (Product Code: 94), Import and Export Value in USD Billion, India,
2019-2023
2.78
2.60
2.33
1.84 1.81
1.70
1.58 1.55
Exports
1.33
Imports
1.05
2019 2020 2021 2022 2023
(Product code: 94) - Furniture; bedding, mattresses, mattress supports, cushions, and similar stuffed furnishings;
luminaires and lighting fittings, not elsewhere specified or included illuminated signs, illuminated nameplates, and
the like; prefabricated buildings)
In terms of age bracket, the age group of 25-35 years has been considered as the prime target group by furniture
retailers in India. Based on cities, most of the demand for furniture products from organized companies has originated
from tier-1 cities. The furniture sector in India remains inward-focused and highly fragmented, with unorganized
players accounting for about 79% of the market. The trend of purchase of small furniture items, such as bean bags and
coffee tables, through online portals has gradually changed to higher volume sales of heavy furniture products.
International interest in the Indian furniture market is growing. This was already evident in the government’s 2013
approval of IKEA’s INR-10,500-crore FDI proposal, which aimed to establish ten stores over the next decade with
the help of associated infrastructure. Initially, IKEA announced plans to build 15 additional stores. Currently, the
brand operates in Hyderabad, Mumbai, and Bengaluru, and is poised to invest approximately INR 7,000 crore to
establish two stores in Gurugram and Noida, marking its entry into the National Capital Region. Looking ahead, IKEA
is gearing up to unveil its next investment phase in India by the end of 2024.
58MARKET DRIVERS, RETRAINTS AND OPPORTUNITIES
DRIVERS
Growth in Residential Real Estate in India
The Indian housing market is surging due to an increasing population and higher demand for affordable homes. Major
cities like Delhi, Mumbai, and Kolkata are witnessing a rise in demand for affordable housing and a heightened interest
in luxury options like villas, penthouses, and upscale apartments. The rise in the residential real estate sector has, in
turn, bolstered the home furniture market. This surge in real estate has translated into an increased demand for home
furniture, spanning from sofa sets and dining tables to beds and chairs. This trend is expected to continue in the coming
years. Traditionally, Indian consumers focused on elaborate furniture mainly for their living rooms. However, with
rising incomes and aspirations, this penchant for quality furnishings extends to other living spaces, including kitchens,
dining areas, and bedrooms.
The Indian real estate landscape is witnessing a resurgence, with transaction volumes in significant cities surging by
45-60% annually. In FY 2023, India’s residential property market hit a milestone, with home sales touching a record
high value of INR 3.47 lakh crore (USD 42 billion), marking an impressive 48% year-on-year increase. The sales
volume also witnessed a robust uptick, with 379,095 units sold, reflecting a 36% rise. Indian real estate developers
completed building around 558,000 houses by the end of 2023, particularly in the major urban hubs. Despite
challenges like high mortgage rates and property prices, 2023 witnessed a surge in demand for residential properties
across the top 8 Indian cities, driven by segments ranging from mid-income to luxury.
The evolution of the housing sector and the rapid expansion of metro cities are reshaping living standards, driving a
growing demand for new furniture. As urban populations increase and living spaces shrink, the need for space-efficient
goods is rising. Multi-functional furniture and homewares are becoming popular, offering enhanced convenience and
maximizing household space. This market growth is supported by socio-economic changes, a large young
demographic with substantial disposable incomes, and a desire to improve their lifestyles.
Growing Demand for Luxury Furniture Products
An increasing focus on stylish home decor is driving consumers towards unique, designer furniture, supported by
economic growth and rising incomes, especially in high-end households. The luxury furniture segment accounts for
15%-20% of India’s furniture market value, with Stanley Lifestyles Ltd holding a 10% share. The Indian government’s
‘Make in India’ initiative further boosts the organized furniture market.
Stanley, a luxury furniture brand, is experiencing 20% year-on-year growth. In June 2024, Stanley Lifestyles
inaugurated its flagship store in Ahmedabad, marking its first store since going public. This store collaborates with
Shivalik Group, a real estate developer. Currently, Stanley has 63 retail outlets in 24 cities and aims to increase this
number to 100 stores within the next two and a half years, solidifying its position in the luxury home solutions market.
MARKET RESTRAINTS
Raw Material Challenges
Raw material costs, notably for particle boards, are approximately 25% higher in India than in China. This cost
disparity directly translates to a 27% higher production cost for Indian furniture. The elevated costs in India stem from
challenges such as the limited availability of certified wood, insufficient commercial forestation practices, and higher
import expenses.
The Dominance of the Unorganized Sector:
India's furniture market is predominantly led by its unorganized sector, which accounts for nearly 75% of the total
sales. This unorganized segment, characterized by a lack of standardization, inconsistent pricing, and limited
technological adoption, faces hurdles in growth and competitiveness. Additionally, the absence of industrial
regulations and limited export potential compound these challenges.
59MARKET OPPORTUNITIES
Innovation and Aesthetics
New-age startups and brands are transforming the furniture value chain in India by introducing technological and
process innovations from production to delivery. They are also focusing on ready-made, low-maintenance, and
customizable furniture to meet modern preferences. The growth of the middle and upper-middle classes has driven
demand for better quality and sophisticated furniture. A new aspirational class, well-traveled and informed, views
furniture as both a utility and a lifestyle statement, increasing demand for premium furniture. Today’s customers
prioritize aesthetics, quality, and comfort over price, creating opportunities for design-led furniture firms, especially
those previously hindered by the unorganized market.
Growing Adoption of Local Furniture Products
India’s ambition to become a global manufacturing hub is reflected in initiatives like ‘Make In India’ and ‘Vocal for
Local,’ which support the manufacturing sector, including furniture production. The government aims for the
manufacturing sector to contribute 25% to the GDP by 2025, in line with the ‘Make in India’ vision. The ‘Vocal for
Local’ sentiment has led many Indians to prefer Indian-made products over Chinese alternatives, including furniture.
Companies like Jaipur’s Wooden Street are capitalizing on this trend by offering locally sourced, customized furniture,
managing production in-house, and operating delivery centers in over 100 cities.
Increasing Export Potential of India Furniture
The furniture sector in India is a cornerstone of the economy, playing a significant role in the ‘Make in India’ initiative.
While the government promotes domestic furniture manufacturing, exporters are capitalizing on disruptions in the
China-centric supply chain, making significant inroads into multiple foreign markets. These dynamics are set to
elevate many mid-sized furniture firms into more prominent players and present opportunities for new entrants who
can align with and capitalize on emerging market trends.
INSIGHTS INTO LATEST TRENDS AND INNOVATIONS IN THE MARKET
Digitalization Shapes Furniture Preferences and Purchases
Smart Integration: The rise of smart devices, internet connectivity, and voice assistants is influencing furniture
design. Consumers now seek furniture with features like USB ports, Bluetooth, cloud controls, and voice assistant
compatibility. Brands are responding with high-tech additions such as wireless chargers, app-controlled lighting, and
voice-activated storage beds.
AR and VR: Augmented Reality (AR) and Virtual Reality (VR) are revolutionizing the industry by allowing
customers to virtually design rooms, visualize furniture, and scan spaces in real time to preview purchases. AR also
helps designers overlay virtual objects in natural settings to assess scale, design, and color.
Experience Centers
Bangalore, India's IT hub, sees a surge in demand for Italian-inspired home and kitchen furniture. Lecco Cucina opens
its second experience center in HSR Layout, showcasing Italian-design modular kitchens and wardrobes in a 1500-
square-foot space.
BOSKY Interior, a leading East India design firm, inaugurated experience center near Kolkata, aiming to expand
further and solidify its position as Kolkata's premier interior designer. BOSKY's modern center showcases various
products, from modular kitchens to living room designs, with professional consultants ensuring customer satisfaction
and reflecting the company's commitment to customer-centric service.
Multifunctional Furniture
As living costs rise, the appeal of multifunctional furniture, which reduces the need for numerous items, grows. During
the pandemic, there was a notable uptick in demand for furniture with multiple uses. Consumers opt for office chairs
60that double as recliners or work desks that transform into dinner tables, maximizing the value of their investments,
especially with the rising trend of remote work.
Responding to the demand for space-saving solutions, brands are introducing innovative products like Murphy beds,
foldable workstations, and convertible coffee tables. These cater not only to compact urban homes but also to the
growing trend of tiny homes, enabling the creation of versatile, multipurpose rooms.
INSIGHTS ON RECENT DEVELOPMENTS (NEW ENTRANTS, PARTNERSHIPS, JVS, M&A,
INVESTMENT, EXPANSION, ETC.) IN THE MARKET
Month Recent Developments
In July Pepperfry's Woodsworth division introduced its latest furniture line, "Serengeti - The Spirit of Safari".
2024 Drawing inspiration from Africa's vibrant tribal motifs, this collection offers a glimpse of the
continent's rich artistry.
In May HTL Group, a furniture manufacturer, announced its plans to manufacture global brands, like Domicil
2024 and Fabbrica from Germany and Corium Italia from Italy, in India by the end of 2024. Currently,
Singapore-based companies import these brands to the Indian market. Domicil’s sofas are set to be the
first locally produced product.
In March Relso, India's leading furniture cloud factory, secured an investment worth USD 840,000, co-led by
2024 Ventures Catalysts and Inflection Point Ventures.
In iFUR announced a massive INR-100-crore investment over three years to establish 100 new stores
February across India. The first five stores are slated to be opened by the end of 2024, with locations in Gurgaon,
2024 Bangalore, Hyderabad, Mumbai, and Pune. Some of these stores will be operated by local partners.
In January IKEA expanded its e-commerce deliveries to new pin codes across 62 districts in Maharashtra,
2024 Karnataka, Telangana, and Andhra Pradesh.
In BoConcept, a renowned Danish furniture chain, recognizes India as one of its fastest-growing markets.
September With eight stores in six locations, the brand now eyes tier-II cities to cater to the rising demand for its
2023 contemporary offerings.
In March Urban Ladder plans to increase its stores to 100 by March 2024.
2023
BRIEF INSIGHTS INTO THE HOUSING MARKET IN INDIA
India's real estate market is expected to grow significantly, reaching a value of USD 5.8 trillion by 2047, up from its
current 7.3% GDP contribution. The sector has attracted substantial foreign direct investment, with USD 60.53 billion
invested between April 2000 and March 2024. The government's 'Housing for All' initiative aims to attract USD 1.3
trillion in investments by 2025.
The residential property market in India hit a record high in FY 2023, with home sales reaching INR 3.47 lakh crore
(USD 42 billion), marking a 48% year-on-year increase. Despite challenges, demand for residential properties surged
in top cities, driven by mid-income, premium, and luxury segments. Luxury real estate, particularly in locations like
Goa, is witnessing a boom, fueled by demand from affluent millennials and non-resident Indians.
The luxury segment has seen significant growth, with sales increasing by 83% and homes priced at INR 1 crore and
above accounting for 41% of total sales in H1 2024. Mumbai, NCR, and Bengaluru accounted for 59% of total
residential sales, with Mumbai retaining its position as the leading residential market. However, sales in the affordable
housing segment have remained stagnant, with demand for luxury properties growing amidst a strong economy and
interest from affluent investors.
Residential Property Sales in Units, by City, India, Q2 2023 – Q1 2024
61Market Q2 2023 Q3 2023 Q4 2023 Q1 2024
Mumbai 20,498 22,308 23,765 23,743
NCR 14,722 13,981 15,907 15,527
Bengaluru 12,857 13,169 14,630 13,133
Pune 11,302 11,302 14,517 11,832
Hyderabad 7,055 8,325 9,200 9,550
Ahmedabad 3,757 4,108 4,023 4,673
Chennai 3,500 3,870 3,900 3,950
Kolkata 3,823 3,772 3,903 3,937
Total 77,514 82,612 89,845 86,345
INDIA HOME FURNITURE MARKET - MARKET SEGMENTATION (MARKET SIZE AND FORECAST)
BY PRODUCT
62India Home Furniture Market Share (%) – By Product – 2023
8.7%
15.3%
Kitchen Furniture
Living Room Furniture
26.0%
Dining Room Furniture
Bedroom Furniture
Other Furniture
42.9%
7.1%
India Home Furniture Market by Product (USD billion) 2020 – 2029
CAGR (%)
PRODUCT 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
(2023-
2029)
Kitchen
2.2 2.6 2.9 3.3 3.7 4.1 4.6 5.2 5.8 6.4 11.82%
Furniture
Living-
room 6.5 7.4 8.3 9.2 10.2 11.4 12.6 14.0 15.5 17.1 10.95%
Furniture
Dining-
room 0.9 1.1 1.3 1.5 1.7 2.0 2.2 2.5 2.8 3.2 12.88%
Furniture
Bedroom
Furniture 3.9 4.5 5.0 5.6 6.1 6.8 7.5 8.2 9.0 9.8 9.98%
Other
Furniture 1.1 1.3 1.6 1.9 2.1 2.4 2.7 3.1 3.5 3.9 13.23%
Kitchen Furniture
The kitchen furniture segment in India was valued at USD 3.3 billion in 2023 and is expected to reach USD 6.4 billion
by 2029, growing at a CAGR of 11.82%. Despite the rise of fully furnished apartments, demand for kitchen furniture
remains robust due to Indian customers' preference for customizing their kitchens.
Traditional kitchen layouts in India are giving way to modern modular kitchens with innovative, space-saving
solutions. Indian homeowners are embracing metal-based kitchen furniture for its longer life cycle and premium
aesthetic. The market is currently dominated by unorganized players, but there is a shift towards branded modular
kitchens, driven by the aspiration for a contemporary lifestyle.
Design preferences in Indian kitchens are evolving, with a rising interest in lacquered glass, handleless kitchens, and
European luxury designs. Key players in the market, including Godrej, Style Spa, HomeTown, and IKEA, are tailoring
their product offerings to meet the diverse needs of Indian consumers. The market is expected to grow significantly,
with monthly sales exceeding 10,000 units and a projected tenfold increase in sales over the next four years.
63Living Room & Dining Room Furniture
The living-room furniture segment accounted for a value of USD 9.2 billion in 2023. It is estimated to reach USD
17.1 billion by 2029 with a CAGR of 10.95%. The Dining-room Furniture segment accounted for a value of USD 1.5
billion in 2023. It is estimated to reach USD 3.2 billion by 2029 with a CAGR of 12.88%
The Indian home furniture market is dominated by bedroom furniture, closely followed by living room furniture,
which encompasses diverse items like coffee tables, sofas, and TV stands, with leading manufacturers gravitating
towards minimalist designs. Meanwhile, dining room furniture is driven by the importance of family mealtime and
the need for versatile, adaptable dining spaces that serve multiple functions beyond dining.
Bedroom Furniture
The bedroom furniture segment accounted for a value of USD 5.6 billion in 2023. It is estimated to reach USD 9.8
billion by 2029 with a CAGR of 9.98%
The growing popularity of smart homes is driving demand for apartments, with a focus on functional and stylish
furniture. Bed units with built-in storage and bunk beds with added storage are gaining popularity, while parents invest
in trendy kid's beds that foster development. Indian bedrooms now emphasize sleep quality and aesthetics, with
headboard design becoming a focal point, offering multifunctional features and blending traditional luxury with
contemporary flair. Wooden accents enhance bedroom designs, while middle-class bedrooms prioritize simplicity and
space-saving innovations like beds with storage and foldable wardrobe doors. Grey tones and lighter hues dominate
the bed color palette, with key players including Usha, Damro, Style Spa, HomeTown, and IKEA.
Other Furniture
The other furniture segment accounted for USD 1.9 billion in 2023. It is estimated to reach USD 3.9 billion by 2029
with a CAGR of 13.23%.
Outdoor furniture, such as rattan chairs, leisure chairs, and bamboo chairs, is gaining popularity in the Indian home
furniture market. Rattan and leisure chairs dominate the segment, with demand extending beyond leisure spots and
residential areas to private homes, particularly those with gardens, rooftops, and terraces. As consumers seek to
maximize home space, custom-made furniture is on the rise, with many opting for personalized and fashionable
designs featuring tooled leather, special fabrics, or unique patterns, especially in major cities. This trend reflects the
growing desire for unique and functional outdoor spaces that blend style and comfort.
BY TYPE OF MARKET
64India Home Furniture Market Share (%) – By Type of Market – 2023
21.2%
Organized Unorganized
78.8%
India Home Furniture Market by Type of Market (USD Billion) 2020 – 2029
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 CAGR
TYPE OF (%)
MARKET (2023-
2029)
Organized 2.9 3.4 3.9 4.5 5.1 5.8 6.6 7.4 8.3 9.3 12.80%
Unorganized 11.7 13.5 15.2 16.9 18.8 20.9 23.1 25.6 28.2 31.1 10.74%
Organised
The organized segment accounted for USD 4.5 billion in 2023. It is estimated to reach USD 9.3 billion by 2029 with
a CAGR of 12.80%
India's furniture sector, contributing 0.5% to GDP, has potential for greater organization. Key players like Godrej &
Boyce, Style SpA, and Praxis Home Retail, along with online retailers Pepperfry and Urban Ladder, are gaining
traction. Consumers increasingly purchase dining tables and couches online in bulk, with furniture retail experiencing
a milder 40% de-growth compared to other sectors.
The pandemic has led to opportunities for organized players like IKEA and Godrej Interio, while online furniture
market players like Pepperfry and Urban Ladder have seen a 40% CAGR over five years. The market is divided into
horizontal and vertical platforms, with players like Livspace offering solution-based services and Godrej Interio
innovating products for the work-from-home trend. Smaller players like HomeLane and Foyr focus on design
solutions, but may need partnerships or mergers to scale up amidst a competitive landscape.
Unorganised
The unorganized segment accounted for USD 16.9 billion in 2023. It is estimated to reach USD 31.1 billion by 2029
with a CAGR of 10.74%.
India's furniture market is characterized by a large number of small, local players, resulting in a fragmented and
unorganized sector. This fragmentation is attributed to various factors, including high offline rentals and the difficulty
of aligning national supply and demand. As a result, the market lacks prominent national brands, and domestic
furniture manufacturing is also fragmented, with many products like doors and windows being crafted on-site by
individual carpenters.
65The unorganized sector poses a significant challenge to established players, as they offer low-cost products that erode
revenues and undercut branded furniture prices through local shops. Additionally, the industry faces hurdles like high
prices for quality, durable furniture, exacerbated by the costs of materials like wood and leather.
Kerala has emerged as a critical hub for furniture manufacturing, with an abundance of raw materials and a skilled
labor force. To support the sector, the state government has sanctioned five furniture clusters as part of its industrial
policy, aiming to address challenges, implement interventions, and chart a strategic path forward.
The entry of international giants like H&M into the Indian furntiture market has intensified competition, posing a
significant threat to established players like IKEA. H&M's foray into the market aligns with India's 30% local sourcing
mandate, a prerequisite for foreign single-brand retailers operating in the country. This move may challenge IKEA's
dominance and force other players to adapt to changing market dynamics.
India Home Furniture Market by Distribution Channel (USD Billion) 2020 – 2029
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 CAGR
TYPE OF (%)
MARKET (2023-
2029)
DISTRIBUTION 11.6 13.2 14.8 16.4 18.2 20.2 22.3 24.6 27.1 29.8 10.45%
CHANNEL
Specialty 1.0 1.2 1.4 1.7 1.9 2.1 2.4 2.7 3.1 3.5 13.06%
Stores
HOME 0.5 0.7 0.9 1.2 1.4 1.7 2.1 2.5 3.0 3.6 20.15%
CENTERS
ONLINE 1.5 1.8 1.9 2.1 2.4 2.6 2.9 3.1 3.4 3.6 8.99%
INDIA HOMEWARE MARKET (INCLUDES FURNITURE) (MARKET SIZE, TRENDS AND FORECAST)
(2020-2029)
India Homeware Market (Includes Furniture) (USD Billion) 2020-2029
90.0
80.0 76.4
69.0
70.0
62.2
60.0 56.0
50.3
50.0 45.0
40.2
40.0 35.7
31.5
27.2
30.0
20.0
10.0
-
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Over the last few decades, the residential real estate industry's boom has propelled the homeware market.
Traditionally, Indian consumers focused on elaborate furniture and furnishings primarily in the living room – the space
66reserved for entertaining guests. However, as aspirations and incomes have grown, spending patterns have shifted.
Homeware is a burgeoning category in India's retail landscape, boasting a 25-30% annual growth rate. Globally, from
traditional to modern societies, homeware has always been a significant product category. India, too, has seen a notable
shift in its consumer base, with men now equally engaged in homeware purchases.
Homeware and home furnishing stores, offering extensive variety, dominate the market. Many consumers prefer to
physically inspect products before purchasing, favouring brick-and-mortar stores or direct sellers. Multi-functional
homewares are gaining traction, offering enhanced convenience and maximizing household space. Brands like
Chumbak, Masper, and Tangerine, known for their contemporary appeal, are expanding their presence nationwide.
The Government of India's "Housing for all by 2022" initiative aims to construct over 30 million new homes by 2030.
This will undoubtedly bolster the demand for home textiles, furnishings, decor, and houseware, which grow at 25%
annually. Leading retailers, brands, and manufacturers corroborate these trends.
The trend of online food ordering is gaining momentum in India, posing a potential challenge to houseware sales.
Meanwhile, global retailers like IKEA and Williams-Sonoma are expanding their presence in India, offering a wide
range of products including kitchenware and tableware. TTK Prestige, a key player in homewares, is venturing into
the organized dining tableware market.
India's consumer market is growing rapidly, with a 12% year-on-year increase in spending, making it poised to become
the world's 5th largest consumer market by 2025. However, the country still relies on imports to meet houseware
demand due to limited production. Fashion brands like Zara and Armani are recognizing the potential of the homeware
industry and entering this space.
Walmart Inc. plans to triple its exports from India to USD 10 billion by 2027, underscoring its intent to source from
various categories, including homeware. India is already a significant sourcing market for Walmart, with exports
totaling around USD 3 billion.
INDIA DESIGN AND BUILD INDUSTRY (MARKET SIZE, TRENDS AND FORECAST) (2020-2029)
India Design and Build Industry (USD Billion) 2020-2029
12.0
10.4
10.0 9.3
8.3
8.0 7.4
6.6
5.9
6.0
5.1
4.5
3.9
4.0 3.3
2.0
-
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
The demand for trained interior designers is rising in India, driven by changing perceptions of homes as reflections of
their owners' personalities and the recognition of interior design as a science that can enhance productivity in
67workplaces. Interior decorators and designers in India offer a broad spectrum of services, including interior decoration,
furniture, and residential architecture.
The "design and build" approach, where a single agency handles both design and execution, is gaining popularity in
India, transforming the construction landscape. This model has already gained traction globally, with 85% of interior
fit-out projects following this approach.
India's construction firms are evolving by adopting the "design and build" model, with project management
consultancies, architectural firms, and interior vendors expanding into design and build services. The corporate interior
turnkey market is witnessing accelerated growth as design firms enhance their execution capabilities and interior
contractors improve coordination with vendors.
With India's urban population projected to grow significantly by 2050, architects and urban planners are recognizing
the potential of repurposing underutilized urban spaces, driven by a shift towards socio-economic solutions rooted in
circular economics. Technology, including virtual and augmented reality, is playing a pivotal role in architecture,
while the market is witnessing a surge in demand for green buildings and the adoption of new technologies like 3D
printing, Geographic Information Systems (GIS), Building Information Modelling (BIM) and Big Data solutions.
The construction sector is a cornerstone of India's economy, employing over 40 million people and driven by factors
like population increase, urbanization, and rising disposable incomes. Notable architects and builders in India include
Hafeez Contractor, DSP Design Associates, Sanjay Puri Architects, Brigade Group, Godrej Properties, and
Salarpuria Sattva.
INDIA E-COMMERCE MARKET (MARKET SIZE, TRENDS, AND FORECAST) (2020-2029)
India E-Commerce Market (USD Billion) 2020-2029
300.0
270.0
247.2
250.0
203.4
200.0
167.0
150.0 136.9
112.1
91.6
100.0
74.8
61.0
46.3
50.0
-
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
India's e-commerce sector is growing rapidly, with projections indicating that the number of internet users will exceed
1.6 billion by 2050. In 2022, India became the world's second-largest online market, driven by increased smartphone
adoption, a rising affluent consumer base, and a heightened reliance on online platforms. India is the world's second-
largest market for active internet users, with over 820 million users as of March 2024, with an 8% annual increase in
internet penetration in 2023.
68The 'Digital India' initiative aims to turn the nation into a trillion-dollar online economy by 2025, with 125 million
online shoppers already present and an additional 80 million projected to join by 2025. While major metropolises lead
in online shopping numbers, e-commerce is increasingly drawing patrons from tier II and tier III cities.
By 2022, 55% of India's internet connections were concentrated in metropolitan regions, with a striking 97% being
wireless. The nation's smartphone user base is set to hit the 1 billion mark by 2026, further bolstering the digital
landscape. Projections indicate that India's digital sector could reach a valuation of USD 1 trillion by 2030.
This surge in internet users, smartphone adoption, and revenue growth has significantly propelled India's e-commerce
landscape, reshaping the nation's business dynamics and paving the way for diverse transaction models, including
business-to-business (B2B), direct-to-consumer (D2C), consumer-to-consumer (C2C), and consumer-to-business
(C2B) interactions.
69Leading E-commerce Segments, Market Share (%), India, 2022
5%
4%
6%
33%
11%
20%
21%
Smartphones Eletronics & Appliances Fashion & Apparel
Food & FMCG Furniture & Home Décor Beauty & Personal Care
Others
Industry Outlook
The Indian home furniture market was valued at USD 21.4 billion in 2023. It is expected to reach USD 40.5 billion
by 2029, registering a CAGR of 11.19% during the period of 2023-2029.
India, as one of the world's largest developing economies, has seen its home-furniture market flourish, propelled by
urbanization, a sizable youth demographic, and the aspirations of a burgeoning middle class.
While the economy rebounds, factors like a notable urbanization surge, shifting consumer demographics, rising
disposable incomes, and an uptick in home renovation spending are set to drive sustained demand for home furnishings
in the medium to long term.
Notably, as India's home furniture sector experiences robust growth, bolstered by increased investments in
infrastructure and a growing preference for aesthetically pleasing furniture solutions, the industry outlook remains
promising.
70OUR BUSINESS
Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. Before deciding to invest in the Equity Shares,
Shareholders should read this entire Letter of Offer. An investment in the Equity Shares involves a high degree of risk.
For a discussion of certain risks in connection with investment in the Equity Shares, you should read “Risk Factors”
on page 17, for a discussion of the risks and uncertainties related to those statements, as well as “Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 81 and 147, respectively, for a discussion of certain factors that may affect our business, financial condition or
results of operations. Our actual results may differ materially from those expressed in or implied by these forward-
looking statements. Unless otherwise stated, the financial information used in this section is derived from our Audited
Financial Statements.
OVERVIEW
Our Company operates brick and mortar stores of home furniture and home fashion in the brand name of HomeTown
and caters to home retail segment in India. This retail format brings together under one roof, a wide range of furniture
(both office and home furniture), home furnishing goods, kitchenware, other home related accessories and quality
services including complete home design, modular kitchen among others, giving customers a great in-store experience.
In addition, an exciting range of accessories, such as clocks, wall hangings and décor make it a complete one stop
shop for all home needs. As of June 30, 2025, HomeTown has a pan India presence with 16 stores, across 14 cities in
India. Our Company also operates a web portal for online sale of our products through the website www.hometown.in
and also has its presence on the major e-commerce market places in India through which our Company sells a wide
range of products across furniture, furnishings, décor, tableware and kitchenware.
OUR COMPETITIVE STRENGTHS
We believe that our primary competitive strengths include the following:
Experienced Promoters, management team, and motivated workforce
Our business is consumer driven. Our Promoter Kishore Biyani brings to our Company his vision and leadership
which has been instrumental in our success. Our experienced professional management team has helped us to offer
high standards of customer service and a pleasant shopping experience. Our management team consists of a team of
professionals with relevant domain expertise and retail oriented functional specializations. Further, our management
team has been able to complement our expansion with the ability to create adequate systems and processes. Our
management team is complemented by a committed work force that enables us to operate, synergies and integrate our
front-end and back-end operations efficiently. Our human resources policies aim to create an engaged and motivated
work force, which is essential for our success. We believe in continuous development and have invested in our
employees through regular training programmes to improve skills and service standards, enhance loyalty and increase
productivity.
Robust sourcing capabilities
Driven by the wide scale of operation and an experienced management team, our business reflects robust sourcing
capabilities across categories of our portfolio. In addition, HomeTown maintains an extensive supplier network, both
in local and foreign markets. With a wide vendor network, HomeTown ensures best quality products for entire product
portfolio. HomeTown works with different vendors across India to source furniture and home furnishing products. In
addition, we have put in place effective quality control measures, by a centralized quality control team. Furniture,
Stock Keeping Units (SKUs) are approved post a comprehensive quality screening process wherein sample for each
SKU is sent to quality control team pre-dispatch. HomeTown has an experienced team which has expertise in both
domestic and international sourcing. Our dedicated quality assurance team in Malaysia and China (major sourcing
hubs) also helps in accelerating the new product development.
With our past experience in home retail business, we have developed an understanding of the retailing of furniture
71and furnishing business in India. We believe that our insights into consumer behaviour have contributed to the
development of a distinguished retail format. This insight has also enabled us to strategize, develop and promote new
products to cater to the evolving needs of an Indian consumer.
Cost effective and efficient logistics network
With our past experience, we believe we have been able to develop a supply chain which assures quality and cost
effectiveness along with faster delivery. We are able to source products internationally and deliver it to customer’s
home in a cost effective manner.
Hometown has efficient last mile delivery and assembly capabilities. Further, we have experienced assembly
personnel who have expertise to carry out assembly with assured quality and minimise the damages which generally
happen due to improper fitting.
We are able to deliver our fast-moving products to our customer’s home by effectively utilizing our regional
distribution centres. We also offer quick delivery of our homeware and small furniture items by utilizing our stores as
shipping points.
Extensive supplier network enabling procurement at predicable and competitive pricing
We sell a wide range of furniture home furnishing and home decor products across our product categories. We focus
on using our deep understanding of the markets in which we operate to customise our product assortment in each store
keeping in mind local demands and preferences. We also continuously focus on enhancing our products that we carry.
Our procurement team conducts detailed research on an ongoing basis to locate the best product sources, in relation
to both quality and price. We have an extensive network of suppliers and we endeavour to source our products from
regions where they are widely available or manufactured to minimise our procurement costs. We operate a
standardised procurement system and procure most of our products on a purchase-order basis ensuring procurement
flexibility at competitive prices. Our sustained efforts to improve our strong supplier network have led to an efficient
supply and sale cycle.
Over the years, our business model has remained responsive to supply and demands disruptions. We believe that
differentiated combination of integrated sourcing, distribution and demand fulfilment, sets us with unique business
position. Our business maintains sourcing ties with manufacturers both in India and overseas to obtain the most
compelling product offering for aspirational Indian consumers. The interconnectivity of the regional distribution
centres, city distribution centres and the central warehouse ensure that the products reach the consumers, safely and
timely. As on June 30, 2025, we have 7 distribution centres with pan India coverage and 1 central warehouse at
Nagpur. The business reaches the target customer base through a wide retail base. A mix of strong back-end processes
and persuasive in-store communication delivers a unique customer experience. We believe that due to the scale that
we have achieved over the past years, we have been able to understand and implement the relevant processes to make
our front end and back end functions and execution capabilities efficient. We have been able to increase the scope of
our operations at a consistent pace and provide efficient and convenient offerings to our consumers. Further, due to
our scale and presence across India, we have been able to develop processes that enable us to offer competitive deals
to our consumers.
Omni-channel solution using IT Systems
Taking into consideration the changing landscape of the retail industry across the world, we have put together an
omni-channel view of our customers at every touchpoint. Our customer identification process begins from identifying
our existing customers both at physical stores and online stores or tagging new customers at each of these channels.
This coupled with a centralized view of customer’s product-preference from both these channels forms the bedrock
of our customer journey that has been put together by a robust omni-channel in-house platform.
Built on the mission of being a stakeholder centric organization which in turn includes both our key stakeholders
namely customers and suppliers, it has helped us in serving our customers in the furniture space with delivery Turn
72Around Time (TAT) of 72 hours only for our bestselling furniture in SKU’s.
Online presence in furniture space including on e-commerce market places in India
Our online direct to customer sales are made though our e-commerce portal www.hometown.in. We have been
operating this website and have established a sizeable foothold in the online furniture space. Our e-commerce website
www.hometown.in is developed using the modern technologies and is maintained and supported by an efficient team
of engineers and technicians. We provide a very unique feature of ‘Live video’ demonstration, through which a
consumer can complete their shopping from the comfort of their homes. Once a customer avails this option, a sales
person through video call will give a live demonstration of the products thus aiding the customers in making the
buying decision. We provide an omni-channel experience to our customer, by virtue of which when a customer walks
to a store and selects some products, it gets added to customer’s cart on HomeTown.in. Thereafter the customers can
go back to their home, show the products to the family members and then make eventual purchase.
We also sell products through major e-commerce market places in India. We have optimized our supply chain for
faster delivery for both our e-commerce and physical store operations. In addition to faster deliveries, we have
capability to get the product assembled within 24-48 hrs of delivery thus leading to customer delight.
Our Brand
HomeTown offer trendy, affordable home products and solutions to Indian consumers. Our brand is known for high-
quality, thoughtful design, competitive pricing and great experience. Our customers come to us for thoughtfully
designed, functional products that are built to last, and that represents the true value of what our brand has to offer.
OUR STRATEGIES
Increasing our consumer base through consumer loyalty and expansion of our operations
We intend to enhance our consumer base through continuously increasing our presence (both physical and online
channel) in various cities across India and drive spending across various product segments. We are specifically
focusing to achieve a larger share of consumption spending in our existing markets. As on June 30, 2025, we are
operating with 16 stores across 14 cities across 10 states and have presence on major e-commerce market places. We
intend to increase our share in the consumer spending in India by adding categories to our existing product range to
cater to consumers across Indian society in various home consumption spaces. We also plan to increase our presence
online by including additional pin codes where the consumption patterns are promising.
Further, we intend to continuously increase our presence by identifying properties that we believe may be viable retail
property spaces at strategic locations and enter into arrangements to lock such properties for our format to be launched
in the future.
Continue improving our operating efficiency and supply chain management
Our business model and pricing strategy require us to maintain high levels of operational efficiency on a consistent
basis. Further, we believe that supply chain management is critical to our business. Our supply chain management
involves planning, merchandising, sourcing, standardization, vendor management, logistics, quality control, pilferage
control, replacement and replenishment. We are and will continue to consolidate our supply chain network to improve
the inventory by improving stock movement, replenishment and fill rates.
We plan to further improve our operating efficiency and ensure efficient supply chain management by:
• continuing to refine our store operating systems based on the performance of our stores and feedback from our
customers and local management teams;
• continuing to restructure the look-and-feel of the store with visual merchandising ensuring excellent in-store
customer experience;
• investing further in our IT and data management systems to improve productivity and time savings thereby
increasing our operating efficiency;
73• continuing to strengthen our relationships with our suppliers through cooperation and closer coordination;
• upgrading our distribution centres to improve the efficiency of our inventory and supply management. We will
continue to expand and open new distribution centres in strategic locations to serve our existing and new stores
when it is cost effective and efficient to do so; and
• continuing to absorb best industry practices.
Expand our product portfolio and prioritize customer satisfaction through optimal product assortment
Our store format offers wide range of products for home furniture and furnishing segment in India. We believe with
our product offerings; our format has reached a critical mass and is being accepted amongst consumers. Our operations
are closely connected with the consumer preferences and changing choices and accordingly, it is imperative for us to
forecast and continuously identify the changing demands of our consumers. Towards this end, we have and intend to
continue to identify and evaluate consumer demand across regions and expand our product portfolio in terms of new
brands and new products, in home retail business. In order to accomplish objective, we believe that we have a talented
in-house team of designers who help with product creation right from the ground level, co-create products with our
vendor design team and also visit trade shows and buy the best products for HomeTown customers. Our designers are
guided by 3 principles –
• Design sensibility of our customers;
• Price point acceptable to our customers; and
• Global design trends.
Continue to develop talent and skilled workforce and inculcate good business practices
We believe that the key to our success will be our ability to continue to maintain and grow a team of talented and
experienced professionals. We have been successful in building such a team and intend to continue placing special
emphasis on managing attrition and attracting, training and retaining our employees. As of June 30, 2025, we had 359
regular and 37 contractual employees who are working in different functions, we intend to recruit best available talent
across various industries, train them as per our value system and provide them opportunities to learn, experiment and
innovate.
We intend to continue to encourage our employees to be enterprising and contribute constructively to our business
through effective training and management. Pursuant to our focus on effective training of our employees, we undertake
various internal training programmes. Our HR policies focus on improving employee retention and their engagement
level in the Company. We have also initiated diversity and gender inclusion hiring to promote positive employee
experiences
Advanced and scalable technology for online retail segment
We believe that our advanced technology enables us to support a diverse range of products and services and provide
complex, modular and customizable e-commerce solutions on a scalable platform capable of implementing large
transaction volumes with minimal downtime. Our technology enables us to effectively offer our services across
multiple media, channels and customer interfaces including digital downloading and streaming services and providing
application framework solutions for supply chain and inventory management. Our hosting and technology platform
incorporates digital product catalogue, content management, promotions handling, access to payment gateways, as
well as inventory and logistics management, and is capable of being integrated into the vendor’s IT infrastructure and
third-party configurable software.
OUR PRODUCTS
We offer diversified and wide range of products in Furniture (Living, Dining, Bedroom, Essentials and Office),
Homeware (Furnishings, Tableware, Décor, Kitchenware) and Kitchen appliances. We also offer end to end Modular
solutions (Modular Kitchens, Kitchen accessories, Modular wardrobes, Wardrobe accessories) and customized interior
solutions (design and build) with latest design, focussing on ease of operations and style. All this combined with fine
execution capabilities at a reasonable price makes a great value proposition to the customer.
74OUR STORES AND WAREHOUSES
As of June 30, 2025, we operate our business through 16 stores across 14 cities across 10 states. We do not own any
of the property from which we operate our stores and the same is taken on lease through various arrangements that
include lease, leave and license.
City / Town wise stores and its numbers
City Stores City Stores
Ahmedabad 1 Pune 1
Aurangabad 1 Nagpur 1
Bhubaneshwar 1 Patna 1
Guwahati 1 Nasik 1
Hyderabad 1 Visakhapatnam 1
Kolkata 3 Raipur 1
Lucknow 1 Silliguri 1
City / Town wise Distribution Centres / Warehouses and their numbers
City Type Number
Nagpur Central Warehouse 1
Bhiwandi Distribution Centre 1
Hoogly Distribution Centre 1
Visakhapatnam Distribution Centre 1
Patna Distribution Centre 1
Guwahati Distribution Centre 1
Siliguri Distribution Centre 1
Bhubaneshwar Distribution Centre 1
OUR PROCESS AND MARKETING APPROACH
Our marketing efforts are focussed on driving a seamless and frictionless experience to our customers across channels
and platforms. We are distinctly positioned to allow customers to shop how, where and when they want, and we
believe our brand should be everywhere our customer is. From the moment our customer engages with our brand,
whether in-store, on the website, on social media, newspaper ad or on-ground event, the overall experience
communicates the brand’s promise.
Our marketing strategy is mapped to the customer journey and we actively engage with our customers across the
marketing streams - from awareness to purchase and beyond through traditional channels (print, radio, billboards) and
new media platforms (digital, social media, mobile-marketing and email-marketing). Our marketing efforts are
focussed on customer acquisition through sales and product promotions, and on customer retention through
personalised content and product recommendations.
INTELLECTUAL PROPERTY
Pursuant to the scheme of Arrangement between Future Retail Limited and Bluerock eServices Private Limited (the
transferor companies), the “HomeTown” business undertaking and e – commerce business of the respective transferor
companies were transferred to Praxis Home Retail Limited (the Company) by virtue of the order dated November 10,
2017, passed by the National Company Law Tribunal, Mumbai bench. The said order of the NCLT was effective from
November 20, 2017. Pursuant to the aforesaid order, trademarks and associated logos of “HomeTown” brand across
various classes including 20, 21, 24, 27, 35, 37, 40, and 42 were transferred in the name of our Company. As on the
date of this Letter of Offer, our Company has registered 14 trademarks under the Trade Marks Act, 1999.
COMPETITION
75The home retail market in India has become increasingly competitive in recent years. We face competition from
various other retailers that operate stores in formats similar to ours as well as those retailers who sell retail products
similar to the ones sold by us through small retail stores. These include standalone stores in the organized and
unorganized sector, as well as other chains of stores including departmental stores. We face significant competition
from the online retailers across home retail categories which led to a fragmented and highly competitive ecommerce
market in India. However, we believe that with a nation-wide network of stores and our sizeable online presence
through our website www.hometown.in and major e-commerce market places, provide us a competitive edge.
INFORMATION TECHNOLOGY (“IT”)
Our entire IT landscape is built to recognize the same customer at every touchpoint and offer a single view of the
transaction history to every frontline staff interacting with the customers, be it store-staffs or customer service
personnel. This spawned an integrated IT architecture created in tandem with various other subsystems.
In addition to the customer journey, we have a robust business intelligence platform that provides an end-to-end
analytical capability covering sales management, inventory management and operations.
Our online store www.hometown.in is built on a custom solution developed on Shopify.
HUMAN RESOURCES
Human Resource is one of the critical support functions and forms another key element of the corporate backbone. As
of June 30, 2025, we had 359 regular and 37 contractual employees located at head office and retail stores across the
Country, with additional persons working on contractual basis.
Our dedicated HR team is focused on talent acquisition, employee retention, and skill development to ensure alignment
with the company's strategic goals. We are committed to fostering a culture and work environment that enables our
people to leverage their skills, knowledge, and leadership abilities in a collaborative effort to serve our customers at
all times. We also offer various incentive programs at the store level to encourage and reward employee performance,
thereby boosting morale. We firmly believe in providing equal opportunities for growth and development within the
company. Internal talent is given priority when filling vacancies. Our comprehensive onboarding process, seasonal
product training, and annual career progression programs are complemented by ongoing behavioural, technical, and
functional training sessions throughout the year.
INSURANCE
We have insured our warehouses against fire & allied risks and our stocks against burglary and theft risks. We also
have insurance policies in respect of marine cargo, money policy, fidelity policy, director and officer’s policy, group
personal accident policy, group medi-claim policy.
76OUR MANAGEMENT
OUR BOARD OF DIRECTORS
As per the Articles of Association and subject to the provisions of the Companies Act, our Company is required to
have not less than three Directors and not more than fifteen Directors. As on the date of this Letter of Offer, our Board
comprises of 6 (six) Directors, of which 1 (one) director is designated as ‘CEO & Whole-time Director’, 3 (three) are
Non-Executive Independent Directors including 1 (one) Independent Women Director and 2 (two) are Non-Executive
Non-Independent Directors. The composition of the Board and the various committees of the Board are in conformity
with the Companies Act, 2013 and SEBI Listing Regulations.
The following table sets forth the details regarding our Board as on the date of this Letter of Offer:
Sr. Name, Address, Occupation, DIN, Period Age (in Other Directorships
No. of Directorship, Term and Date of Birth years)
1. Ashish Bhutda 48 NIL
Address: C-1106, Oberoi Exquisite, 11th
floor, C Wing, Oberoi Garden City, Goregaon
East, Mumbai 400063
Designation: CEO & Whole-time Director
Occupation: Service
DIN: 10810844
Current Term: 3 years
Period of Directorship: since November 11,
2024
Date of Birth: October 9, 1976
2. Jacob Mathew 64 1. Spring Health Water (India) Private
Limited
Address: 53-3, Horamavu Agara,
Doddabanaswadi, Bangalore – 560043
Designation: Chairperson Independent
Director
Occupation: Entrepreneur
DIN: 0080144
Current Term: Five years with effect from
April 6, 2021
Period of Directorship: With effect from
April 6, 2021
Date of Birth: March 26, 1961
3. Anou Singhvi 51 1. Worldwide Software Private Limited
Address: 801 C Wing, Raheja Atlantis,
Ganpatrao Kadam Marg, Lower Parel,
Delisle Road, Mumbai – 400 013
77Sr. Name, Address, Occupation, DIN, Period Age (in Other Directorships
No. of Directorship, Term and Date of Birth years)
Designation: Non-Executive Independent
Director
Occupation: Business
DIN: 07572970
Current Term: Five years with effect from
June 30, 2021
Period of Directorship: With effect from
June 30, 2021
Date of Birth: October 18, 1973
4. Samson Samuel 58 1. Future Consumer Limited
2. GTM Networks Private Limited
Address: Amanda-A, 1904, Hiranandani
3. Argon Supply Chain Consulting
Meadows, Gladys Alwarez Road, Near
Private Limited
Lokpuram, Thane – 400610
4. Dairynext Private Limited (formerly
Designation: Non-Executive Non- known as Fonterra Future Dairy
Independent Director Private Limited)
5. Integrated Food Park Limited
Occupation: Service 6. Aadhaar Wholesale Trading and
Distribution Limited
DIN: 07523995
7. Snackvibe Products Private Limited
(formerly known as Hain Future
Current Term: Liable to retire by rotation.
Natural Products Private Limited)
Period of Directorship: With effect from
March 14, 2023
Date of Birth: May 22, 1967
5. Lynette Robert Monteiro 52 1. Apollo Design Apparel Parks Limited
2. FLFL Lifestyle Brands Limited
Address: PVC-12-910, Prestige Valley 3. Future Consumer Limited
Crest, Museum Road, Bejai, Mangalore -
575004, Karnataka
Designation: Non-Executive Non-
Independent Director
Occupation: Service
DIN: 07901400
Current Term: Liable to retire by Rotation.
Period of Directorship: With effect from
September 28, 2024
Date of Birth: October 4, 1972
6. Vijai Singh Dugar 72 1. 1. Galaxy Cloud Kitchens Limited
78Sr. Name, Address, Occupation, DIN, Period Age (in Other Directorships
No. of Directorship, Term and Date of Birth years)
2. 2. Riddhi Siddhi Mall Management Private
Address: 605, Tower B, Oberoi Park View, Limited
Near Thakur Cinema, Thakur Village,
Kandivali East, Mumbai 400101
Designation: Non-Executive Independent
Director
Occupation: Retired
DIN: 06463399
Current Term: Five years with effect from
August 12, 2024
Period of Directorship: Five years
Date of Birth: September 01, 1952
Details of directorship in companies suspended or delisted
Except as disclosed below, none of our Directors is or was a director of any listed company during the last five years
preceding the date of filing of this Letter of Offer, whose shares have been, or were suspended from being traded on
any of the stock exchanges during the term of their directorship in such company:
Name of Name of Listed Date of Reasons Period of If the Term (along
Director Company on suspension for suspension suspension with relevant
on the suspension of trading dates) of the
stock revoked, director in
exchange(s) the date of the above
revocation company(ies).
of
suspension:
Samson Future BSE and May 27, Non- Suspended N.A. Managing
Samuel Consumer NSE 2024 payment of with Director since
Limited Annual limited November 4,
Listing trading 2023
Fees until the
payment of
the
outstanding
annual
listing fees
to the
Exchange
Lynette Future BSE and May 27, Non- Suspended N.A. Non-
Robert Consumer NSE 2024 payment of with Executive
Monteiro Limited Annual limited Director since
Listing trading August 5,
Fees until the 2023
payment of
the
outstanding
annual
79Name of Name of Listed Date of Reasons Period of If the Term (along
Director Company on suspension for suspension suspension with relevant
on the suspension of trading dates) of the
stock revoked, director in
exchange(s) the date of the above
revocation company(ies).
of
suspension:
listing fees
to the
Exchange
None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchange during the term of their directorship in such company in the last ten years immediately preceding the date
of filing of this Letter of Offer.
OUR KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
Sl. Name of Key Management Designation
No. Personnel/ Senior Management
Personnel
Key Managerial Personnel
1. Ashish Bhutda CEO & Whole-time Director (“WTD”)
2. Vikash Kabra Chief Financial Officer
3. Charu Srivastava Company Secretary and Compliance Officer
Senior Management Personnel (excluding the Key Managerial Personnel)
4. Ketan Gandhalikar Head – Furniture
All our Key Managerial Personnel and our Senior Management Personnel are permanent employees of our Company.
Management Organisation Structure
Board of Directors
Chief Financial CEO & WTD
Head –Furniture
Officer
Ashish Bhutda
Ketan Gandhalikar
Vikash Kabra
Company Secretary
Charu Srivastava
80SECTION V: FINANCIAL INFORMATION
FINANCIAL STATEMENTS
Sr. No. Particulars
a. Audit ed Financial Statements
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81828384858687888990919293949596979899100101102103104105106107108109110111112113114115116117118119120121122123124125126127128129130131132133134135136137138139140141142143MATERIAL DEVELOPMENTS
Except as stated in this Letter of Offer and as disclosed below, to our knowledge, no circumstances have arisen
since March 31, 2025, which materially and adversely affect or are likely to affect our operations, performance,
prospects or profitability, or the value of our assets or our ability to pay material liabilities:
1. Resignation of Mr. Samir Kedia as the Chief Financial Officer of the Company w.e.f. April 30, 2025
2. Resignation of Mr. Vimal Dhruve as the Company Secretary and Compliance Officer w.e.f. June 26,
2025
3. Appointment of Mr. Vikash Kabra as the Chief Financial Officer of the Company w.e.f. July 14, 2025
4. Appointment of Ms. Charu Srivastava as the Company Secretary and Compliance Officer w.e.f. July 14,
2025
5. 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
6. 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 through the letter dated July 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.
7. 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.
8. 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.
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144ACCOUNTING RATIOS
The following tables present certain accounting and other ratios derived from the Audited Financial Information.
For details see “Financial Statements” on page 81.
Accounting Ratios
Particulars Based on Audited Financial Based on Audited Financial
Statements Statements
As at and for the year ended As at and for the year ended
March 31, 2025 March 31, 2024
Basic earnings per share (₹) (2.69) (7.35)
Diluted earnings per share (₹) (2.69) (7.35)
Return on Net Worth (%) (22.74) (69.58)
Net Asset Value per Equity Share (₹) (11.37) (9.84)
EBITDA (₹ in lakhs) 919.17 (2,735.62)
The formula used in the computation of the above ratios are as follows:
Basic earnings Net Profit after Tax as per Statement of Profit and Loss attributable to Equity Shareholders
per share (after adjusting non-controlling interest) before exceptional item / Weighted Average
number of Equity Shares.
Diluted earnings Net Profit after Tax as per Statement of Profit and Loss attributable to Equity Shareholders
per share (after adjusting non-controlling interest) before exceptional item / Weighted Average
number of Equity Shares (including convertible securities).
Return on net Profit for the Period/Year as per Statement of Profit and Loss attributable to Equity
worth (in %) Shareholders (prior to other comprehensive income)/ Net worth at the end of the
Period/Year.
Net asset value Net Worth on basis divided by the number of Equity Shares outstanding for the period/year.
per Equity Share
EBITDA Profit for the year before finance costs, tax, depreciation, amortization, and exceptional
items as presented in the statement of profit and loss in the Financial Statements.
Calculation of Return of Net Worth
(In ₹ lakh, unless otherwise specified)
Particulars For the year ended March For the year ended March
31, 2025 31, 2024
Profit After Tax (A) (3,497.85) (8,571.25)
Net Worth at end of year (B) (15,379.10) (12,318.90)
Return on Net Worth (%) (C=A/B) (22.74) (69.58)
Calculation of Net asset value per Equity Share
(In ₹ lakh, unless otherwise specified)
Particulars As at March 31, As at March 31,
2025 2024
Net Worth at end of year (A) (15,379.10) (12,318.90)
No. of Equity Shares outstanding at end of year (in no.) (B)* 13,52,18,184 12,52,18,184
Net Asset Value per Equity Share (₹) (C=A/B) (11.37) (9.84)
*Pursuant to the provisions of the Companies Act, 2013, the issue of 5,218 Equity Shares is kept in abeyance
corresponding to the respective shareholders holding of 1,04,371 equity shares in Future Retail Limited. The
same is not taken into consideration while calculating the number of equity shares.
Calculation of EBITDA
(In ₹ lakh, unless otherwise specified)
Particulars For the year ended March 31, For the year ended March 31,
2025 2024
Profit (Loss) after Tax (3,497.85) (8,571.25)
145Particulars For the year ended March 31, For the year ended March 31,
2025 2024
Add: Tax Expense - -
Add: Finance Costs 1,671.54 2,206.50
Add: Depreciation and Amortization 2,745.48 3,629.13
Expense
EBITDA 919.17 (2,735.62)
146MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with
the “Financial Statements” beginning on page 81.
Some of the information contained in the following discussion, including information with respect to our plans
and strategies, contain forward-looking statements that involve risks and uncertainties. You should also read
“Risk Factors” and “Forward Looking Statements” beginning on page 17 and 13, respectively, which discuss a
number of factors and contingencies that could affect our financial condition and results of operations.
Our financial statements included in Letter of Offer are prepared in accordance with Ind AS, which differs in
certain material respects from other accounting standards like IFRS and U.S. GAAP. Our financial year ends on
March 31 of each year. Accordingly, all references to a particular financial year are for the 12 months ended
March 31 of that year. Unless otherwise indicated or the context requires, the financial information for Financial
Year 2025 included herein is based on the Audited Financial Statements included in Letter of Offer. For further
information, see “Financial Statements” beginning on page 81.
Unless otherwise indicated, industry and market data used in this section has been derived from the report “India
Home Furniture Market 2024-2029” prepared and released by Mordor Intelligence Private Limited. Certain data
in Letter of Offer is based on reports prepared by third party sources and management estimates. Neither we, nor
the Lead Managers, any of their affiliates or advisors, nor any other person connected with the Issue has
independently verified such information. For further information, see “Presentation of Financial and Other
Information – Market and Industry Data” beginning on page 11.
OVERVIEW OF OUR BUSINESS
Our Company operates brick and mortar stores of home furniture and home fashion in the brand name of
“HomeTown” and caters to home retail segment in India. This retail format brings together under one roof, a wide
range of furniture (both office and home furniture), home furnishing goods, kitchenware, other home related
accessories and quality services including complete home design, modular kitchen among others, giving
customers a great in-store experience. In addition, an exciting range of accessories, such as clocks, wall hangings
and décor make it a complete one stop shop for all home needs. As on June 30, 2025, Hometown has a pan India
presence with 16 stores across 14 cities across 10 states in India. Our Company also operates a web portal for
online sale of our products through the website www.hometown.in and also has its presence on the major e-
commerce market places in India through which our Company sells a wide range of products across furniture,
furnishings, décor, tableware and kitchenware.
SIGNIFICANT FACTORS AFFECTING OUR BUSINESS, FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our financial condition and results of operations are affected by numerous factors and uncertainties, including
those discussed in the section titled ‘Risk Factors’ on page 17. The following are certain factors that had, and we
expect will continue to have, a significant effect on our financial condition and results of operations:
• Our Company has incurred losses in the past, which may adversely impact our business and financial
conditions.
• One of our Promoters is undergoing Corporate Insolvency Resolution Process (CIRP), which may adversely
affect our business, financial position and timely completion of the process relating to the Rights Issue.
• Our Company and certain persons of Promoter Group are involved in certain legal proceedings, including
IBC matters. Any adverse outcome in these proceedings may adversely affect our business, compliance
framework, reputation and ability to explore various business resources.
• Our Company, our Promoters and Promoter Group were involved in certain legal proceedings initiated by
the Securities and Exchange Board of India in the past. The adverse decisions in these proceedings may
adversely affect our business and results of operations.
147• Our Statutory Auditor has included certain remarks on our Audited Financial Statements. The Statutory
Auditors’ report issued under the Companies (Auditor’s Report) Order, 2020 (“CARO”), on our Audited
Financial Statements contains a few disclaimers of opinion on certain matters.
• Reduction in Promoter Group shareholding and proposed reclassification of Promoter may adversely impact
our governance structure, investor perception, and strategic direction
• Our business is subject to seasonal and cyclical volatility and our inability to forecast the trends and
consumer preferences or demands in the forthcoming seasons may contribute to fluctuations in our results
of operations and financial condition.
• The success of our business is dependent on our procurement systems, supply chain management and
efficient logistics, and any disruption in the same may affect our business adversely.
• If we are unable to enter into new leasehold or rental agreements for locations suitable for our stores, or we
are unable to renew our existing leasehold or rental agreements for our current stores, it may adversely
affect our expansion and growth plans.
• Any adverse impact on the title or ownership rights or development rights of our landlords from whose
premises we operate may impede our effective operations of our stores, offices or distribution centres in the
future.
SIGNIFICANT ACCOUNTING POLICIES
For details about our key significant accounting policies, see section titled “Financial Information” on page 81.
CHANGE IN ACCOUNTING POLICIES
Except as mentioned in chapter “Financial Information” on page 81, there has been no change in accounting
policies during the Fiscal ended March 31, 2025.
RESERVATIONS, QUALIFICATIONS, MATTER OF EMPHASIS, ADVERSE REMARKS / OTHER
OBSERVATIONS IN CARO
The following is the summary of qualifications/ reservation /emphasis of matters/ adverse remarks / other
observations in Companies Auditor's Report Order (CARO), 2020, (as applicable) during the Fiscal ended March
31, 2025:
Financial Qualifications / Reservation / Matter of Emphasis / Adverse Remarks / Impact on the
Year / Key Audit Matters / Other Observations in CARO Financial
Period statements of
the Company
For the yea1r. Disclaimer of Opinion NA
ended
We do not express an opinion on the aforesaid financial statements of the
March 31,
Company, because of the significance of the matter described in the Basis
2025
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.
For the yea2r. Basis for Disclaimer of Opinion NA
ended
March 31, a) As stated in note no. 40 of the financial statements of the Company, it
2025 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
148Financial Qualifications / Reservation / Matter of Emphasis / Adverse Remarks / Impact on the
Year / Key Audit Matters / Other Observations in CARO Financial
Period statements of
the Company
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 FEL to 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 matter was
also disclaimed 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
149Financial Qualifications / Reservation / Matter of Emphasis / Adverse Remarks / Impact on the
Year / Key Audit Matters / Other Observations in CARO Financial
Period statements of
the Company
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 trigger the 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.
For the yea3r . Material Uncertainty Related to Going Concern NA
ended
March 31, We draw attention to note 43 in the financial statements which states that
2025 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.
For the year Emphasis of Matter NA
ended
March 31, NIL
2025
150Financial Qualifications / Reservation / Matter of Emphasis / Adverse Remarks / Impact on the
Year / Key Audit Matters / Other Observations in CARO Financial
Period statements of
the Company
For the year Key Audit Matters NA
ended
March 31, Our report does not include the section of Key Audit Matters, as our
2025 opinion is disclaimed, which is in accordance with the requirements of the
SA 705, as issued by ICAI.
For the yea4r . Report on Other Legal and Regulatory Requirements NA
ended
March 31, vi. Based on our examination, which included test checks, the Company
2025
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 tampered with.
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 the year Under CARO 2020 NA
ended
March 31, ii. (a) During the year, physical verification of inventory has been carried out
2025 by the management at reasonable intervals. However, based on the records
examined and explanations provided to us, discrepancies were noticed on such
physical verification of inventory, and the aggregate value of such
discrepancies exceeds 10% of the value of inventory. The discrepancies have
been properly dealt with in the books of account.
vii. (a) The Company has generally been regular in depositing undisputed
statutory dues, including provident fund, employees’ state insurance, income-
tax, duty of customs, goods & service tax (GST), cess and other material
statutory dues applicable to it, with the appropriate authorities though there
has been a slight delay in a few cases. As explained to us, the Company did
not have any dues on account of sales tax, service tax, duty of excise and value
added tax.
vii. (c) Statutory dues referred to in sub- clause (a) above which have not been
deposited as on March 31, 2025, on account of disputes are given below:
151Financial Qualifications / Reservation / Matter of Emphasis / Adverse Remarks / Impact on the
Year / Key Audit Matters / Other Observations in CARO Financial
Period statements of
the Company
Name Nature Amount Amount Period to Forum where
of the of (Rs. in paid which the dispute is
Statute the Lakhs) under amount pending
Dues Protest relates
(Rs. in
Lakhs)
Income Income 34.13 6.82 AY 2018- CIT (Appeals),
Tax tax 19 Mumbai
Act,
1961
Income Income 50.72 10.14 AY 2019- CIT (Appeals),
Tax tax 20 Mumbai
Act,
1961
Income Income 28.96 5.79 AY 2020- CIT (Appeals),
Tax tax 21 Mumbai
Act,
1961
Central Goods 28.71 2.87 FY 2017-18 Appellate
goods and Authority State
and service Tax Officer
service tax act Delhi
tax act,
2017
Central Goods 1.91 0.19 FY 2017-18 Appellate
goods and Authority State
and service Tax Officer
service tax act Guwahati
tax act, Assam
2017
Central Goods 61.07 6.11 FY 2017-18 Appellate
goods and Authority
and service Central GST &
service tax act Centra Excise
tax act, – Chhattisgarh
2017
Central Goods 43.30 4.33 FY 2019-20 Appellate
goods and Authority State
and service Tax (Appeal
service tax act I)-Ahmedabad
tax act, – Gujarat
2017
Central Goods 218.02 21.80 FY 2017-18 Appellate
goods and Authority State
and service Tax (Appeal
service tax act I)-Karnataka
tax act,
2017
Central Goods 109.25 10.92 FY 2018-19 Appellate
goods and Authority State
and service Tax (Appeal
service tax act I)-Maharashtra
tax act,
2017
152Financial Qualifications / Reservation / Matter of Emphasis / Adverse Remarks / Impact on the
Year / Key Audit Matters / Other Observations in CARO Financial
Period statements of
the Company
Central Goods 5.41 0.54 FY 2019-20 Appellate
goods and Authority State
and service Tax (Appeal
service tax act I)-Jharkhand
tax act,
2017
Central Goods 27.44 2.74 FY 2019-20 Appellate
goods and Authority State
and service Tax (Appeal
service tax act I)-West Bengal
tax act,
2017
Central Goods 367.88 Nil November Directorate
goods and 2017 to General of
and service September Anti
service tax act 2019 Profiteering
tax act,
2017
Central Goods 175.49 17.62 FY 2018-19 Appellate
goods and Authority State
and service Tax (Appeal
service tax act I)-West Bengal
tax act, and Assam
2017
xvii. According to the information and explanations given to us and based on
our examination of the records of the Company, during the year, the Company
has incurred cash losses of Rs. 4,542.46 lakhs. The effect of unquantified
modification given in paragraph 2 of our independent auditor’s report has not
been taken into consideration for the purpose of reporting in respect of this
clause. Further, the Company has incurred cash losses of Rs. 4,942.12 lakhs in
the immediately preceding financial year, which was also determined without
considering the effect of the modified opinion issued for the immediately
preceding financial year.
xix. We draw attention to note no. 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. 9,310.99 lakhs
as at the balance sheet date [excluding the effect of the observations stated in
paragraph 2(a), 2(c) and 2(d) of the main audit report]. The Company has also
received notice for application under the Insolvency and Bankruptcy Code
2016 from one of the operational creditors. Further considering the financial
ratios as disclosed in note 54 to the financial statement and ageing and
expected date of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statement, our
knowledge of the Board of Directors and management plans and based on our
examination of the evidence supporting the assumptions, there exists a
material uncertainty that may cast significant doubt on the Company’s ability
to continue as a going concern and it may not be capable of meeting its
liabilities existing at the date of balance sheet, as and when they fall due within
a period of one year from the balance sheet date.
153PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS
Income
Our Income comprises of:
Revenue from operations
Revenue from operations comprises of revenue from sale of products and revenue from other operating income
which includes commission income, income from sale of scrape, income from sale of entitlements and other
income.
Other Income
Other income primarily comprises of certain non-recurring income such as concessions, recovery from damages,
liabilities written back, excess lease liabilities written back, Interest on Income Tax refund and other miscellaneous
income.
Expenses
Our expenses primarily comprise purchase of stock in trade, changes in inventories of stock-in-trade, employee
benefit expenses, rent expense including lease rentals, finance costs, depreciation and amortization expenses and
other expenses.
Purchase of stock-in-trade
The purchase of stock-in-trade comprises of purchase of finished goods.
Changes in inventories of stock-in-trade
Changes in inventories of stock-in-trade comprises of difference in closing balance vis-a-vis opening balance of
stock in trade.
Employee benefit expense
Employee benefit expense consists of salaries, wages, bonus, contribution to provident fund & other funds,
employee stock option expense and staff welfare expenses.
Rent including lease rentals
Rent including lease rentals comprises of expenses on account of lease contracts for office, store premises and
warehouses used in our operations, which has lease terms between nine and thirty years.
Finance costs
Finance cost comprises of interest on borrowings, unwinding interest on lease liabilities, unwinding interest on
Financial Instrument at amortised cost and other finance cost.
Depreciation and Amortization Expense
Depreciation and amortization expense comprise of depreciation expense of lease assets, plant and equipment,
furniture & fixture, office equipment, computers.
Other expenses
Other expenses comprise of expenses related to power and fuel, repairs and maintenance, insurance, rates and
taxes, travelling and conveyance, advertisement and marketing, inventory shrinkage/damage, provision for
obsolete inventory and shrinkage, legal and professional, balances with government authorities written off
excluding reversal of provision of doubtful advances, inventory scrapped excluding reversal of provision for slow
154moving inventory, loss on foreign currency translation/transactions, subvention and credit card charges and
miscellaneous expenses.
Tax expenses
Tax expense comprises of current tax and deferred tax. Current tax is the amount of tax payable on the taxable
income for the year as determined in accordance with applicable tax rates and the provisions of applicable tax
laws. Deferred tax charge / (credit) is recognized based on the difference between taxable profit and book profit
due to the effect of timing differences. Our deferred tax is measured based on the applicable tax rates and tax laws
that have been enacted or substantively enacted by the relevant balance sheet date.
Results of our Operations
The following table sets forth certain information with respect to our results of operations for the periods indicated:
Period ended March 31, 2025, compared to period ended March 31, 2024
Particulars Fiscal 2025 % of total Fiscal 2024 % of total
income income
1. I ncome
Revenue from operations 11,896.96 75.24% 21,957.77 97.18%
Other Income 3,914.69 24.76% 636.16 2.82%
Total income 15,811.65 100.00% 22,593.93 100.00%
2. E xpenses
P urchase of Stock in trade 4,932.85 31.20% 10,316.80 45.66%
C hanges in inventories of stock-in-trade 2,020.98 12.78% 1,053.26 4.66%
E mployee benefits expense 2,663.01 16.84% 4,355.29 19.28%
F inance Costs 1,671.54 10.57% 2,206.50 9.77%
D epreciation and Amortisation 2,745.48 17.36% 3,629.13 16.06%
O ther Expenses 5,275.64 33.37% 8,765.68 38.80%
T otal expenses 19,309.50 122.12% 30,326.66 134.22%
3. E xceptional items - 00.00% (838.51) 3.71%
4. P rofit/(Loss) before Tax (3,497.85) -22.12% (8,571.25) -37.94%
5. T ax Expenses
- Current Tax 0.00 0.00 0.00 0.00%
- Deferred Tax 0.00 0.00 0.00 0.00%
- Earlier year’s tax 0.00 0.00 0.00 0.00%
6. P rofit and loss for the year (3,497.85) -22.12% (8,571.25) -37.94%
Total Income
Our total income decreased by 30.02% to ₹ 15,811.65 lakhs for the Fiscal 2025 from ₹22,593.93 lakhs for the
Fiscal 2024. The changes are due to following reasons:
Revenue from operations
Our revenue from operations decreased by 45.82% to ₹11,896.96 lakhs for the Fiscal 2025 from ₹ 21,957.77 lakhs
for the Fiscal 2024. This was on account of non-availability of sufficient inventory due to lower revenues and
closure of few stores.
Other income
Our other income increased by 615.36% to ₹ 3,914.69 lakh for the Fiscal 2025 from ₹636.16 lakhs for the Fiscal
2024 primarily on account of write back off liabilities.
Expenses
Our total expenses decreased by 36.33% to ₹19,309. 50 lakh for the Fiscal 2025 from ₹30,326.66 lakhs for the
Fiscal 2024, due to following reasons:
155Purchase of Stock in trade
Our purchase of stock in trade decreased by 52.19% to ₹4,932.85 lakh for the Fiscal 2025 from ₹10,316.80
lakhs for the Fiscal 2024, primarily due to liquidity constraints due to which company was not able to procure
more merchandise from supplier
Changes in inventories of stock in trade
Our inventories of stock in trade stood at ₹2,020.98 lakh for the Fiscal 2025 as compared to ₹1,053.26 lakhs for
the Fiscal 2024, primarily due to the sale of aged inventory held by the company, with very limited fresh stock
inward during the financial year
Employee benefit expense
Our employees benefit expense decreased by 61.14% to ₹2,663.01 lakh for the Fiscal 2025 from ₹4,355.29 lakhs
for the Fiscal 2024, primarily due to corresponding reduction in count of the employees in the Fiscal year 2025.
Finance cost
Our finance cost decreased by 24.25% to ₹1,671.54 lakh for the Fiscal 2025 from ₹2,206.50 lakhs for the Fiscal
2024 due to waiver of interest on ICDs from a few of the promoter companies.
Depreciation and amortisation expense
Our depreciation and amortisation expenses decreased by 24.35% to ₹2,745.48 lakhs for the Fiscal 2025 from
₹3,629.13 lakhs for Fiscal 2024, primarily on account of closure of few of the stores and few assets being written
off/scraped.
Other Expenses
Our other expenses decreased by 39.82% to ₹5,275.64 lakh for the Fiscal 2025 from ₹8,765.68 lakhs for Fiscal
2024, primarily due to decrease in expense on account of various steps taken to optimize the Store operational
cost and Supply chain cost. There has been a major reduction on the marketing spend.
Profit/ (Loss) for the period
Our loss for the Fiscal 2025 stood at ₹ -3,497.85 lakhs as compared to ₹-8,571.25 lakhs for the Fiscal 2024 due to
the abovementioned reasons.
Related Party Transactions
For details, please see the chapter titled “Financial Statements” beginning on page 81.
Significant developments after March 31, 2025, that may affect our future results of operations
• Resignation of Mr. Samir Kedia as the Chief Financial Officer of the Company w.e.f. April 30, 2025
• Resignation of Mr. Vimal Dhruve as the Company Secretary and Compliance Officer w.e.f. June 26, 2025
• Appointment of Mr. Vikash Kabra as the Chief Financial Officer of the Company w.e.f. July 14, 2025
• Appointment of Ms. Charu Srivastava as the Company Secretary and Compliance Officer w.e.f. July 14,
2025
• 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
• 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
156professional of Future Corporate Resources Private Limited through the letter dated July 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.
• 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.
• 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.
157SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND DEFAULTS
Except as disclosed below, there is no outstanding litigation with respect to (i) issues of moral turpitude or
criminal liability on the part of our Company; (ii) material violations of statutory regulations by our Company;
(iii) economic offences where proceedings have been initiated against our Company; (iv) any pending matters,
which if they result in an adverse outcome, would materially and adversely affect our operations or our financial
position; and (v) other litigation, including civil or tax litigation proceedings, which involves an amount in excess
of the Materiality Threshold (as defined below) adopted by the Committee of Directors on July 30, 2025.
In this regard, please note the following:
1. Any outstanding litigation involving our Company i.e., proceedings other than litigation involving issues of
moral turpitude, criminal liability, material violations of statutory regulations or proceedings related to
economic offences, shall be considered material and shall be disclosed in the Draft Letter of Offer/Letter of
Offer or the Abridged Letter of Offer, if (i) the monetary claim involved in such proceedings is an amount
equal to or exceeding 5 % of the total income of the Company as per the audited financial statements of the
Company for the immediately preceding financial year (being ₹ 594.85 lakh, 5% of ₹ 11,896.96 lakh as on
March 31, 2025) (“Materiality Threshold”), and / or (ii) is otherwise determined to be material in terms of
the Materiality Policy.
2. Pre-litigation notices received by our Company from third parties (excluding notices pertaining to any
offence involving issues of moral turpitude, criminal liability, material violations of statutory regulations or
proceedings related to economic offences) shall not be evaluated for materiality until such time our Company
are impleaded as defendants in litigation proceedings before any judicial forum.
All terms defined herein in a particular litigation disclosure pertain to that litigation only.
Litigations involving our Company
There are no issues of moral turpitude or criminal liability, material violations of statutory regulations or economic
offences or material pending matters involving our Company, except as follows:
A. Proceedings involving issues of moral turpitude or criminal liability
i. Criminal Litigations initiated against our Company
1. On October 1, 2024, the legal metrology officer from the Uttar Pradesh Legal Metrology
Department conducted a visit to our store premises in Gomtinagar, Lucknow, Uttar Pradesh, and
observed the following non-compliances: non-disclosure of unit sale price on Borosil Glass Mug
Products manufactured by Borosil Limited; non-disclosure of unit sale price on Dubai Whisky
Glasses imported by Raj Agencies; and alteration of MRP on the desert spoon set manufactured
by FNS International Pvt Ltd. Following this, the Legal Metrology Officer seized the
aforementioned products and issued an adoption memorandum under the Legal Metrology Act,
2009, read with the Legal Metrology (Enforcement) Rules, 2011. The matter is currently
pending.
ii. Criminal Litigations initiated by our Company
As on the date of this Letter of Offer, there are no criminal litigations initiated by our Company.
B. Matters involving material violations of statutory regulations by our Company
As on the date of this Letter of Offer, there are no outstanding proceedings/matters involving material
violations of statutory regulations by our Company.
C. Economic offences where proceedings have been initiated against our Company
As on the date of this Letter of Offer, there are no outstanding economic offences initiated against our
158Company.
D. Other proceedings involving our Company which involve an amount exceeding the Materiality
Threshold and other pending matters which, if they result in an adverse outcome would materially
and adversely affect the operations or the financial position of our Company
i. Civil Litigations initiated against our Company
1. M/s. Koncepts Interior (“Operational Creditor”) has filed an application in National Company
Law Tribunal, Mumbai (“NCLT Mumbai”) under Section 9(1) of the IBC read with Rule 6 of the
Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules 2016 to intiate corporate
insolvency resolution process against our Company for the alleged outstanding operational debt
amounting to ₹100.66 lakhs along with 18% per annum. The matter is currently pending.
2. Pursuant to a petition filed by Bank of India, the corporate insolvency resolution process was
initiated against Future Lifestyle Fashions Limited (“Corporate Debtor”) by the National
Company Law Tribunal, Mumbai (“NCLT Mumbai”) vide order dated May 04, 2023. A demand
notice dated October 05, 2023, was issued by Mr. Ravi Sethia (“Resolution Professional”) calling
upon our Company to pay ₹2,320.57 lakhs outstanding towards rent payable to the Corporate Debtor
under the leave and license agreement dated April 1, 2021, (“L&L Agreement”) entered into
between the Corporate Debtor and our Company. Subsequently, the Resolution Professional filed
an Interlocutory Application (“I.A-1”) with the NCLT Mumbai against our Promoter Kishore
Biyani and our Company (“Respondents”) seeking relief to direct the Respondents to pay a sum of
₹2,320.57 lakhs along with interest at the rate of 18% per annum. In the same case involving the
corporate insolvency resolution process of the Corporate Debtor, Sudha Apparels Limited (“SAL”)
has filed an Interlocutory Application (“I.A-2”) against the Resolution Professional seeking inter
alia the relief of handing over the vacant and peaceful possession of an immovable property situated
in Rajarhat, Kolkata, owned by SAL (“Rajarhat Property”). Since our Company is in possession
and operates a store at the Rajarhat Property under the L&L Agreement, we filed an intervention
application in the I.A-2 seeking impleadment as a party in the proceedings of I.A-2. Both I.A-2 and
our intervention application were dismissed by NCLT Mumbai vide order dated October 01, 2024
(“NCLT Order”). Subsequently, SAL challenged the NCLT Order before the National Company
Law Appellate Tribunal, New Delhi, by filing a company appeal under section 61(1) of the IBC
(“Company Appeal”). As our Company was not made a party to the Company Appeal, we have
filed an intervention application in response. The matter is currently pending.
3. Pursuant to a petition filed by M/s Foresight Innovations Private Limited, the corporate insolvency
resolution process was initiated against Future Enterprises Limited (“Corporate Debtor”) by the
National Company Law Tribunal, Mumbai (“NCLT Mumbai”) through its order dated February
27, 2023. Subsequently, Mr. Avil Menezes was appointed as the resolution professional
(“Resolution Professional”) of the Corporate Debtor by NCLT Mumbai via its order dated June
22, 2023. Based on the transaction audit report submitted by the transaction auditor, the Resolution
Professional filed an interlocutory application (“IA”) under sections 43, 44, 45, 46, 66 and 67 read
with Section 60(5) of the IBC before NCLT Mumbai on January 9, 2025, against, amongst others,
our Promoter Mr. Kishore Biyani and our Company. Under the IA, the Resolution Professional has,
inter alia, claimed a refund of an alleged lease rental amounting to Rs.4,577.35 lakhs from the
Company for the in-store retail infrastructure assets leased by the Corporate Debtor to our
Company. Our Company is in the process of preparing and filing a reply to the IA. The matter is
currently pending.
ii. Civil Litigations initiated by our Company
As on the date of this Letter of Offer, there are no outstanding civil litigations initiated by our Company
exceeding the Materiality Threshold.
iii. Tax Proceedings initiated against our Company
As on the date of this Letter of Offer, there are no outstanding tax proceedings initiated against our
Company exceeding the Materiality Threshold.
159GOVERNMENT AND OTHER APPROVALS
Our Company requires various licenses, registrations, permits and approvals issued by relevant central and state
authorities under various rules and regulations (“Approvals”) for carrying on its present business activities. The
requirement for the Approvals may vary based on factors such as the legal requirements in the jurisdiction, in
which the stores and warehouses are located. Further, our obligation to obtain and renew such approvals arises
periodically and applications for such approvals are made at the appropriate stage.
Since, our Company intends to utilize the proceeds of the Issue, after deducting Issue related expenses for reducing
the current liabilities by repaying part of its outstanding trade payables and for general corporate purposes, no
government and regulatory approval pertaining to the Object of the Issue will be required.
160OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorised by a resolution of the Board passed at its meeting held on November 11, 2024,
pursuant to Section 62 (1) (a) and other applicable provisions of the Companies Act, 2013.
The Committee of the Directors of the Board of Directors of the Company in its meeting held on March 13, 2025
has resolved to issue Equity Shares to the Eligible Equity Shareholders at an Issue Price of ₹ 10/- per Equity Share
(including a premium of ₹ 5/- per Equity Share), in the ratio of 11 Rights Equity Shares for every 30 Equity
Shares, as held on the Record Date being Thursday, March 20, 2025. The Issue Price of ₹ 10/- per Rights Equity
Share has been arrived at, in consultation with the Lead Managers, prior to determination of the Record Date.
This Letter of Offer has been approved by the Committee of Directors of our Board on July 30, 2025.
Our Company has received in-principle approvals from BSE and NSE for listing of the Rights Equity Shares to
be allotted in this Issue pursuant to their letters dated March 4, 2025, and March 7, 2025, respectively. Our
Company will also make applications to BSE and NSE to obtain their trading approvals for the Rights Entitlements
as required under the SEBI Rights Issue Circular.
Our Company has been allotted the ISIN INE546Y20030 for the Rights Entitlements to be credited to the
respective demat accounts of the Eligible Equity Shareholders of our Company. For details, see “Terms of the
Issue” on page 170.
Prohibition by the SEBI
None of our Company, our Promoters, members of our Promoter Group and our Directors are prohibited from
accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any
order or direction passed by SEBI or any other regulatory or governmental authority:
Fugitive Economic Offender
Neither our Promoters nor our Directors have been declared as Fugitive Economic Offenders.
Association of our Directors with the securities market
None of our Directors are associated with the securities market.
Prohibition by RBI
Neither our Company, nor our Promoters or our Directors have been or are identified as Wilful Defaulters or
Fraudulent Borrowers.
Eligibility for the Issue
Our Company is a listed company and has been incorporated under the Companies Act, 1956. Our Equity Shares
are presently listed on the Stock Exchanges. Our Company is eligible to offer Rights Equity Shares pursuant to
this Issue in terms of Chapter III of the SEBI ICDR Regulations and other applicable provisions of the SEBI ICDR
Regulations. Further, our Company is undertaking this Issue in compliance with Part B of Schedule VI of the
SEBI ICDR Regulations.
Compliance with Regulation 61 and 62 of the SEBI ICDR Regulations
Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Our Company has received “in-principle” approvals from NSE and BSE for
listing the Rights Equity Shares through their letters dated March 4, 2025, and March 7, 2025, respectively. Our
Company will also make applications to NSE and BSE to obtain trading approvals for the Rights Entitlements as
required under the SEBI ICDR Master Circular. BSE is the Designated Stock Exchange for the purpose of the
Issue.
161Applicability of the SEBI ICDR Regulations
The present Issue being of less than ₹5,000 Lakhs, Our Company is in compliance with first proviso to Regulation
3 of the SEBI ICDR Regulations and our Company shall file the copy of the Letter of Offer prepared in accordance
with the SEBI ICDR Regulations with SEBI for information and dissemination on the website of SEBI, i.e.
www.sebi.gov.in.
Compliance with clause (1) of Part B of Schedule VI of the SEBI ICDR Regulations
Our Company is in compliance with the provisions specified in clause (1) of Part B of Schedule VI of the SEBI
ICDR Regulations, to the extent applicable, in terms of the disclosures made in this Letter of Offer.
Further, our Company confirms that it is in compliance with the following:
a) Our Company has been filing periodic reports, statements and information in compliance with the SEBI
Listing Regulations, as applicable, for the last one year immediately preceding the date of filing of this Letter
of Offer with the BSE and NSE;
b) the reports, statements and information referred to in sub-clause (a) above are available on the website of the
BSE and NSE; and
c) Our Company has an investor grievance-handling mechanism which includes meeting of the Stakeholders’
Relationship Committee at frequent intervals, appropriate delegation of power by the Board as regards share
transfer and clearly laid down systems and procedures for timely and satisfactory redressal of investor
grievances.
As our Company satisfies the conditions specified in Clause (1) of Part B of Schedule VI of SEBI ICDR
Regulations, and given that the conditions specified in Clause (3) of Part B of Schedule VI of SEBI ICDR
Regulations are not applicable to our Company, the disclosures in this Letter of Offer are in terms of Clause (4)
of Part B of Schedule VI of the SEBI ICDR Regulations.
Disclaimer Clause of SEBI
As required, a copy of the Letter of Offer will be submitted to SEBI.
“IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE LETTER OF OFFER
TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THE LETTER OF OFFER. THE LEAD MANAGERS, PRIME
SECURITIES LIMITED AND NEW BERRY CAPITALS PRIVATE LIMITED HAS CERTIFIED THAT
THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE
IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN
THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGERS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE THE LEAD
MANAGERS, PRIME SECURITIES LIMITED AND NEW BERRY CAPITALS PRIVATE LIMITED
HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JULY 30, 2025 WHICH
READS AS FOLLOWS:
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION, INCLUDING COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
162COLLABORATORS, ETC. AND OTHER MATERIAL WHILE FINALISING THE LETTER OF
OFFER OF THE SUBJECT ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE
JUSTIFICATION, CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY
THE ISSUER, WE CONFIRM THAT:
a. THE LETTER OF OFFER FILED WITH SEBI IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS WHICH ARE MATERIAL TO THE ISSUE;
b. ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS SPECIFIED BY
SEBI, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN
THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND
c. THE MATERIAL DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE AND
ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION
AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013, THE SEBI
ICDR REGULATIONS AND OTHER APPLICABLE LEGAL REQUIREMENTS.
3. BESIDES OURSELVES, ALL INTERMEDIARIES NAMED IN THE LETTER OF OFFER ARE
REGISTERED WITH SEBI AND THAT TILL DATE, SUCH REGISTRATION IS VALID.- NOTED
FOR COMPLIANCE
4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO
FULFIL THEIR UNDERWRITING COMMITMENTS. – NOT APPLICABLE
5. WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF
THEIR SPECIFIED SECURITIES AS PART OF THE PROMOTERS’ CONTRIBUTION SUBJECT
TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF THE
PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED OR SOLD
OR TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE
DATE OF FILING LETTER OF OFFER WITH SEBI TILL THE DATE OF COMMENCEMENT
OF LOCK-IN PERIOD AS STATED IN THE LETTER OF OFFER. – NOT APPLICABLE, BEING
A RIGHTS ISSUE.
6. ALL APPLICABLE PROVISIONS OF SEBI ICDR REGULATIONS, WHICH RELATE TO
SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS’
CONTRIBUTION, HAVE BEEN AND SHALL BE DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION(S)HAVE BEEN MADE
IN THE LETTER OF OFFER. – NOT APPLICABLE, BEING A RIGHTS ISSUE.
7. ALL APPLICABLE PROVISIONS OF SEBI ICDR REGULATIONS, WHICH RELATE TO
RECEIPT OF PROMOTERS’ CONTRIBUTION PRIOR TO OPENING OF THE ISSUE, SHALL
BE COMPLIED WITH. ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE
OPENING OF THE ISSUE AND THAT THE AUDITORS’CERTIFICATE TO THIS EFFECT
SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT THE PROMOTERS’ CONTRIBUTION SHALL BE
KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL
BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE ISSUE. - NOT
APPLICABLE, BEING A RIGHTS ISSUE.
8. NECESSARY ARRANGEMENTS SHALL BE MADE TO ENSURE THAT THE MONIES
RECEIVED PURSUANT TO THE ISSUE ARE CREDITED OR TRANSFERRED TO IN A
SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION
40 OF THE COMPANIES ACT, 2013 AND THAT SUCH MONIES SHALL BE RELEASED BY THE
SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK
163EXCHANGES, AND THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO
THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. – NOTED FOR
COMPLIANCE TO THE EXTENT APPLICABLE
9. THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF THE ISSUER FOR WHICH
THE FUNDS ARE BEING RAISED FALL WITHIN THE ‘MAIN OBJECTS’ IN THE OBJECT
CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER
AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED IN THE LAST TEN YEARS ARE
VALID IN TERMS OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION. –
COMPLIED WITH TO THE EXTENT APPLICABLE
10. FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE LETTER OF OFFER:
a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER, EXCLUDING
SUPERIOR RIGHTS EQUITY SHARES, WHERE AN ISSUER HAS OUTSTANDING
SUPERIOR RIGHTS EQUITY SHARES - COMPLIED WITH (THE COMPANY HAS NOT
ISSUED ANY SUPERIOR RIGHTS EQUITY SHARES); AND
b. AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH ALL
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SEBI. – COMPLIED
WITH
11. WE SHALL COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENTS IN
TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. - NOTED FOR COMPLIANCE
12. IF APPLICABLE, THE COMPANY IS ELIGIBLE TO LIST ON THE INNOVATORS GROWTH
PLATFORM IN TERMS OF THE PROVISIONS OF CHAPTER X OF THE SEBI ICDR
REGULATIONS, 2018.– NOT APPLICABLE, BEING A RIGHTS ISSUE.
THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE OUR COMPANY
FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT
ANY POINT OF TIME, WITH THE LEAD MANAGERS ANY IRREGULARITIES OR LAPSES IN THE
LETTER OF OFFER.
Disclaimer from our Company and the Lead Managers
Our Company and the Lead Managers, namely Prime Securities Limited and New Berry Capitals Private Limited
accept no responsibility for statements made otherwise than in this Letter of Offer or in the advertisement or any
other material issued by or at the instance of our Company and that anyone placing reliance on any other source
of information would be doing so at their own risk.
We and the Lead Managers shall make all information available to the Eligible Equity Shareholders and no
selective or additional information would be available for a section of the Eligible Equity Shareholders in any
manner whatsoever including at presentations, in research or sales reports etc. after filing of this Letter of Offer
with the SEBI.
Applicants will be required to confirm and will be deemed to have represented to our Company and the
Lead Managers and their respective directors, officers, agents, affiliates and representatives that they are
eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Rights Equity
Shares and that they shall not issue, sell, pledge or transfer their Rights Entitlement or Rights Equity
Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals
to acquire the Rights Equity Shares and are relying on independent advice/ evaluation as to their ability
and quantum of investment in this Issue. Our Company, the Lead Managers and their respective directors,
officers, agents, affiliates and representatives accept no responsibility or liability for advising any Investor
on whether such Investor is eligible to acquire any Rights Equity Shares.
164The Lead Managers and its affiliates may engage in transactions with, and perform services for, our Company
and our group entities or affiliates in the ordinary course of business and have engaged, or may in the future
engage, in transactions with our Company and our group entities or affiliates, for which they have received, and
may in the future receive, compensation.
Cautions
Our Company and the Lead Managers shall make all relevant information available to the Eligible Equity
Shareholders in accordance with the SEBI ICDR Regulations and no selective or additional information would be
available for a section of the Eligible Equity Shareholders in any manner whatsoever, including at presentations,
in research or sales reports, etc., after filing this Letter of Offer.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained
in this Letter of Offer. You must not rely on any unauthorized information or representations. This Letter of Offer
is an offer to sell only the Rights Equity Shares and the Rights Entitlement, but only under circumstances and in
the applicable jurisdictions. Unless otherwise specified, the information contained in this Letter of Offer is current
only as at its date.
Disclaimer with respect to jurisdiction
This Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and regulations
thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the appropriate court(s) in
Mumbai, India only.
Designated Stock Exchange
The Designated Stock Exchange for the purposes of this Issue is BSE.
Disclaimer Clause of BSE
BSE Limited ("the Exchange") has given vide its letter dated March 04, 2025, permission to this Company to use
the Exchange's name in this Letter of Offer as the stock exchange on which this Company's securities are proposed
to be listed. The Exchange has scrutinized this letter of offer for its limited internal purpose of deciding on the
matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:
• Warrant, certify or endorse the correctness or completeness of any of the contents of this letter of offer; or
• Warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
• Take any responsibility for the financial or other soundness of this Company, its promoters, its management
or any scheme or project of this Company;
and it should not for any reason be deemed or construed that this letter of offer has been cleared or approved by
the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this letter of offer has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref. No. NSE/LIST/46058 dated March 07, 2025
permission to the Issuer to use the Exchange’s name in this letter of offer as one of the stock exchanges on which
this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this letter of offer for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer.
It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the letter of offer has been cleared or approved by NSE; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the contents of this letter of offer; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
165project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any
other reason whatsoever.
Selling Restrictions
The distribution of the Letter of Offer, Abridged Letter of Offer, Entitlement Letter, Application Form and the
issue of Rights Equity Shares, to persons in certain jurisdictions outside India is restricted by legal requirements
prevailing in those jurisdictions. Persons into whose possession the letter of Offer, Abridged Letter of Offer,
Entitlement Letter or Application Form may come are required to inform themselves about and observe such
restrictions.
We are making this Issue of Equity Shares on a rights basis to the Eligible Equity Shareholders and will send/
dispatch the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form only to email
addresses of such Eligible Equity Shareholders who have provided an Indian address to our Company. Those
overseas shareholders who do not update our records with their Indian address or the address of their duly
authorized representative in India, prior to the date on which we propose to e-mail the Letter of Offer, Abridged
Letter of Offer, Entitlement Letter and Application Form, shall not be sent the Letter of Offer, Abridged Letter of
Offer, Entitlement Letter and Application Form. Further, the Letter of Offer will be provided, primarily through
e-mail, by the Registrar on behalf of our Company or the Lead Managers to the Eligible Equity Shareholders who
have provided their Indian addresses to our Company and who make a request in this regard. Investors can also
access the Draft Letter of Offer/ Letter of Offer, the Abridged Letter of Offer and the Application Form from the
websites of the Registrar, our Company, the Lead Managers, and the Stock Exchanges. Accordingly, our
Company, the Lead Managers and the Registrar will not be liable for non-dispatch of physical copies of Issue
materials, including the Letter of Offer, the Abridged Letter of Offer, the Entitlement Letter and the Application
Form.
No action has been or will be taken to permit this Issue in any jurisdiction or the possession, circulation, or
distribution of the Letter of Offer, Abridged Letter of Offer and Application Form or any other material relating
to our Company, the Equity Shares or Rights Entitlement in any jurisdiction where action would be required for
that purpose.
Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly,
and the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form may not be distributed
in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of the
Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form will not constitute an offer in
those jurisdictions in which it would be illegal to make such an offer and, under those circumstances, the Letter
of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form must be treated as sent for
information only and should not be copied, redistributed or acted upon for subscription to Rights Equity Shares
or the purchase of Rights Entitlements. Accordingly, persons receiving a copy of the Letter of Offer, Abridged
Letter of Offer, Entitlement Letter and Application Form should not, in connection with the issue of the Rights
Entitlements or Rights Equity Shares, distribute or send such document in, into the United States or any other
jurisdiction where to do so would, or might contravene local securities laws or regulations or would subject the
Company, Lead Managers or their respective affiliates to any filing or registration requirement (other than in
India). If the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and/or Application Form is received by
any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights
Entitlement or Rights Equity Shares referred to in the Letter of Offer, Abridged Letter of Offer, Entitlement Letter
and Application Form. Envelopes containing an Application Form should not be dispatched from any jurisdiction
where it would be illegal to make an offer, and all persons subscribing for the Rights Equity Shares in this Issue
must provide an Indian address.
No information in this Letter of Offer should be considered to be business, financial, legal, tax or investment
advice.
Any person who makes an application to acquire Rights Entitlement and the Rights Equity Shares offered in this
Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to acquire
the Rights Entitlement and the Rights Equity Shares in compliance with all applicable laws and regulations
prevailing in his jurisdiction, without requirement for our Company, the Lead Managers or their respective
166affiliates to make any filing or registration (other than in India).
Neither the delivery of the Draft Letter of Offer/ Letter of Offer, Abridged Letter of Offer, Entitlement Letter and
Application Form nor any sale or offer hereunder, shall under any circumstances create any implication that there
has been no change in our Company’s affairs from the date hereof or that the information contained herein is
correct as at any time subsequent to the date of this Letter of Offer or date of such information.
The contents of this Letter of Offer and Abridged Letter of Offer should not be construed as legal, tax or
investment advice. Prospective investors may be subject to adverse foreign, state or local tax or legal
consequences as a result of buying or selling of Rights Equity Shares or Rights Entitlements. As a result,
each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax
and related matters concerning the offer of Rights Equity Shares or Rights Entitlements. In addition,
neither our Company nor the Lead Managers nor any of their respective affiliates are making any
representation to any offeree or purchaser of the Rights Equity Shares or the Rights Entitlements regarding
the legality of an investment in the Rights Equity Shares or the Rights Entitlements by such offeree or
purchaser under any applicable laws or regulations.
NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the United
States Securities Act, 1933, as amended (“Securities Act”), or any U.S. state securities laws and may not be
offered, sold, resold or otherwise transferred within the United States of America or the territories or possessions
thereof (“United States” or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation
S under the Securities Act (“Regulation S”), except in a transaction exempt from the registration requirements of
the Securities Act. The Rights Entitlements and Rights Equity Shares referred to in this Letter of Offer are being
offered in India and in jurisdictions where such offer and sale of the Rights Equity Shares and/ Or Rights
Entitlements are permitted under laws of such jurisdictions, but not in the United States. The offering to which
the Draft Letter of Offer/Letter of Offer and Abridged Letter of Offer relates is not, and under no circumstances
is to be construed as, an offering of any securities or rights for sale in the United States or as a solicitation therein
of an offer to buy any of the said securities or rights.
Accordingly, the Letter of Offer, Abridged Letter of Offer, Entitlement Letter and Application Form should not
be forwarded to or transmitted in or into the United States at any time.
Neither our Company nor any person acting on behalf of our Company will accept subscriptions or renunciation
from any person, or the agent of any person, who appears to be, or who our Company or any person acting on
behalf of our Company has reason to believe, is in the United States when the buy order is made. No payments
for subscribing for the Rights Equity Shares shall be made from US bank accounts and all persons subscribing for
the Rights Equity Shares and wishing to hold such Rights Equity Shares in registered form must provide an address
for registration of the Rights Equity Shares in India.
We, the Registrar, the Lead Managers or any other person acting on behalf of us, reserve the right to treat
as invalid any Application Form which: (i) does not include the certification set out in the Application Form
to the effect that the subscriber does not have a registered address (and is not otherwise located) in the
United States and is authorised to acquire the Rights Entitlements and the Rights Equity Shares in
compliance with all applicable laws and regulations; (ii) appears to us or its agents to have been executed
in, electronically transmitted from or dispatched from the United States; (iii) where a registered Indian
address is not provided; or (iv) where we believe that Application Form is incomplete or acceptance of such
Application Form may infringe applicable legal or regulatory requirements; and we shall not be bound to
allot or issue any Rights Equity Shares in respect of any such Application Form.
Rights Entitlements may not be transferred or sold to any person in the United States.
Filing
This Letter of Offer is being filed with the Stock Exchanges i.e. BSE and NSE as per the provisions of the SEBI
ICDR Regulations, Further, in terms of SEBI ICDR Regulations, our Company shall file the copy of this Letter
of Offer with the SEBI at its office located at SEBI Bhavan, Plot No. C4-A, G Block, Bandra Kurla Complex,
Bandra (East), Mumbai 400 051, Maharashtra, India and through the SEBI intermediary portal at
https://siportal.sebi.gov.in in terms of the SEBI circular bearing reference number
167SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, for the purpose of their information and
dissemination on its website.
Mechanism for Redressal of Investor Grievances
Our Company has adequate arrangements for the redressal of investor complaints in compliance with the corporate
governance requirements under the SEBI Listing Regulations. We have been registered with the SEBI Complaints
Redress System (SCORES) as required by the SEBI Circular no. CIR/OIAE/2/2011 dated June 3, 2011.
Consequently, investor grievances are also tracked online by our Company through the SCORES mechanism.
In compliance with Securities and Exchange Board of India Master Circular for Online Dispute Resolution
(“ODR”) bearing reference number SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (“SEBI
ODR Master Circular”) we have completed the registration process of our Company on the Smart Market
Approach for Resolution through ODR Portal (‘SMART ODR’). Further we undertake to resolve and take action
on the complaints received in respect of the Issue expeditiously and satisfactorily and in accordance with the
timelines provided under the SEBI ODR Master Circular and Securities and Exchange Board of India Circular
bearing reference number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023. The Company has
authorized its Company Secretary as the Compliance Officer to redress all complaints in relation to the Issue
including any complaints regarding the post–issue activities of the Issue such as allotment, refund, and dispatch.
Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and when
required. Its terms of reference include considering and resolving grievances of shareholders and effective
exercise of voting rights. All investor grievances received by us have been handled by the Company Secretary
and Compliance Officer.
The Investor complaints received by our Company are generally disposed of within 15 days from the date of
receipt of the complaint.
The average time taken by the Registrar to the Issue for attending to routine grievances will be within 30 (thirty)
days from the date of receipt. In case of non-routine grievances where verification at other agencies is involved,
it would be the endeavour of the Registrar to the Issue to attend to them as expeditiously as possible. We undertake
to resolve the investor grievances in a time bound manner.
Investor Grievances arising out of this Issue:
Any investor grievances arising out of the Issue will be handled by the Registrar to the Issue i.e. MUFG Intime
India Private Limited. The agreement between the Company and the Registrar provides for a period for which
records shall be retained by the Registrar in order to enable the Registrar to redress grievances of Investors.
Investors may contact the Registrar or our Compliance Officer for any pre-Issue/post-Issue related matter.
All grievances relating to the ASBA process may be addressed to the Registrar, with a copy to the SCSBs
(in case of ASBA process), giving full details such as name, address of the Applicant, contact number(s), e-
mail ID of the sole/ first holder, folio number or demat account number, serial number of the Application
Form, number of Rights Equity Shares applied for, amount blocked, ASBA Account number and the
Designated Branch of the SCSBs where the Application Form, or the plain paper application, as the case
may be, was submitted by the ASBA Investors along with a photocopy of the acknowledgement slip. For
details on the ASBA process, please see “Terms of the Issue” on page 170.
Investors may contact the Registrar to the Issue at:
MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
C-101, 1st Floor, 247 Park,
LBS Marg, Surya Nagar, Gandhi Nagar
Vikhroli (West)
Mumbai – 400 083
Maharashtra, India.
Telephone: +91 810 811 4949
E-mail: praxis.rights2025@ in.mpms.mufg.com
Investor grievance E-mail: praxis.rights2025@ in.mpms.mufg.com
Website: https://in.mpms.mufg.com/
168Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Investors may contact the Company Secretary and Compliance Officer at the below mentioned address for any
pre-Issue/ post-Issue related matters such as on-receipt of Letters of Allotment / demat credit/ Refund Orders etc.
The contact details of the Company Secretary are as follows:
Company Secretary and Compliance Officer:
Charu Srivastava
2nd Floor, Knowledge House, Shyam Nagar
Off Jogeshwari-Vikhroli Link Road, Near Talav
Jogeshwari East, Mumbai – 400 060
Telephone: +91 22 4518 4399
E-mail: investorrelations@praxisretail.in
169SECTION VII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
This section is for the information of the Investors proposing to apply in this Issue. Investors should carefully read
the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form, before submitting the Application Form. Our Company and the Lead Manager are not liable
for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date
of this Letter of Offer. Investors are advised to make their independent investigation and ensure that the
Application Form is accurately filled up in accordance with instructions provided therein and this Letter of Offer.
Unless otherwise permitted under the SEBI ICDR Regulations read with the SEBI ICDR Master Circular,
Investors proposing to apply in this Issue can apply only through ASBA or by mechanism as disclosed in this
Letter of Offer.
Investors are requested to note that application in this Issue can only be made through ASBA facility. For
guidance on the application process through ASBA and resolution of difficulties faced by investors, you are advised
to read the frequently asked question on the website of the Registrar at www.in.mpms.mufg.com.
The Rights Entitlement on the Equity Shares, the ownership of which is currently under dispute and including any
court proceedings or are currently under transmission or are held in a demat suspense account and for which our
Company has withheld the dividend, shall be held in abeyance and the Application Form along with the Rights
Entitlement Letter in relation to these Rights Entitlements shall not be dispatched pending resolution of the dispute
or court proceedings or completion of the transmission or pending their release from the demat suspense account.
On submission of such documents /records confirming the legal and beneficial ownership of the Equity Shares
with regard to these cases on or prior to the Issue Closing Date, to the satisfaction of our Company, our Company
shall make available the Rights Entitlement on such Equity Shares to the identified Eligible Equity Shareholder.
The identified Eligible Equity Shareholder shall be entitled to subscribe to Equity Shares pursuant to the Issue
during the Issue Period with respect to these Rights Entitlement and subject to the same terms and conditions as
the Eligible Equity Shareholder.
Overview
This Issue is proposed to be undertaken on a rights basis and is subject to the terms and conditions contained in
this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application Form, and the
Memorandum of Association and the Articles of Association of our Company, the provisions of the Companies
Act, 2013, the FEMA, the FEMA Rules, the SEBI ICDR Regulations, the SEBI Listing Regulations, the SEBI
ICDR Master Circular and the guidelines, notifications, circulars and regulations issued by SEBI, the Government
of India and other statutory and regulatory authorities from time to time, approvals, if any, from RBI or other
regulatory authorities, the terms of the Listing Agreements entered into by our Company with Stock Exchanges
and the terms and conditions as stipulated in the Allotment Advice.
I. DISPATCH AND AVAILABILITY OF ISSUE MATERIALS
Pursuant to the requirements of the SEBI ICDR Regulations and other applicable laws, the Rights
Entitlements will be credited to the demat account of the Eligible Equity Shareholders who are Equity
Shareholders as on the Record Date, however, the Issue Materials will be sent/ dispatched only to such
Eligible Equity Shareholders, who have provided an Indian address to our Company and only such
Eligible Equity Shareholders are permitted to participate in the Issue. The credit of Rights Entitlement
does not constitute an offer, invitation to offer or solicitation for participation in the Issue, whether
directly or indirectly, and only dispatch of the Issue Material shall constitute an offer, invitation or
solicitation for participation in the Issue in accordance with the terms of the Issue Material. Further, receipt
of the Issue Materials (including by way of electronic means) will not constitute an offer, invitation to or
solicitation by anyone in (i) the United States or (ii) any jurisdiction or in any circumstances in which
such an offer, invitation or solicitation is unlawful or not authorized or to any person to whom it is
unlawful to make such an offer, invitation or solicitation. In those circumstances, this Letter of Offer and
any other Issue Materials must be treated as sent for information only and should not be acted upon for
subscription to Rights Equity Shares and should not be copied or re-distributed, in part or full.
Accordingly, persons receiving a copy of the Issue Materials should not distribute or send the Issue
Materials in or into any jurisdiction where to do so, would or might contravene local securities laws or
regulations, or would subject our Company or its affiliates or the Lead Manager or their affiliates to any
filing or registration requirement (other than in India). If Issue Material is received by any person in any
170such jurisdiction or the United States, they must not seek to subscribe to the Rights Equity Shares.
The Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue
material will be sent/ dispatched only to the Eligible Equity Shareholders who have provided an Indian
address to our Company. In case such Eligible Equity Shareholders have provided their valid e-mail
address, this Letter of Offer, Abridged Letter of Offer, the Application Form, the Rights Entitlement
Letter and other Issue material will be sent only to their valid e-mail address and in case such Eligible
Equity Shareholders have not provided their valid e-mail address, then the Abridged Letter of Offer, the
Application Form, the Rights Entitlement Letter and other Issue material will be physically dispatched,
on a reasonable effort basis, to the Indian addresses provided by them.
Further, this Letter of Offer will be sent/ dispatched to the Eligible Equity Shareholders who have
provided their Indian address and who have made a request in this regard.
Investors can access this Letter of Offer, the Abridged Letter of Offer and the Application Form
(provided that the Eligible Equity Shareholder is eligible to subscribe to the Rights Equity Shares under
applicable laws) on the websites of:
(i) our Company at www.praxisretail.in ;
(ii) the Registrar at https://in.mpms.mufg.com/;
(iii) the Lead Manager, at www.primesec.com and www.newberrycapitals.in;
(iv) the Stock Exchanges at www.bseindia.com and www.nseindia.com.
To update the respective Indian addresses/e-mail addresses/phone or mobile numbers in the
records maintained by the Registrar or by our Company, Eligible Equity Shareholders should
visit www.in.mpms.mufg.com.
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements
from the website of the Registrar (i.e., www.in.mpms.mufg.com) by entering their DP ID and Client
ID or folio number (for Eligible Equity Shareholders who hold Equity Shares in physical form as
on Record Date) and PAN. The link for the same shall also be available on the website of our
Company at www.praxisretail.in .
Please note that neither our Company nor the Registrar nor the Lead Manager shall be
responsible for not sending the physical copies of Issue materials, including this Letter of Offer,
the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form or delay in
the receipt of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or
the Application Form attributable to non-availability of the e- mail addresses of Eligible Equity
Shareholders or electronic transmission delays or failures, or if the Application Forms or the
Rights Entitlement Letters are delayed or misplaced in the transit.
The distribution of this Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter and the
issue of Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is
restricted by legal requirements prevailing in those jurisdictions. No action has been, or will be, taken
to permit this Issue in any jurisdiction where action would be required for that purpose, except that this
Letter of Offer is being filed with SEBI and the Stock Exchanges. Accordingly, Rights Equity Shares
may not be offered or sold, directly or indirectly, and the Issue Materials may not be distributed, in any
jurisdiction, except in accordance with and as permitted under the legal requirements applicable in such
jurisdiction. Receipt of the Issue Materials will not constitute an offer, invitation to or solicitation by
anyone in any jurisdiction or in any circumstances in which such an offer, invitation or solicitation is
unlawful or not authorised or to any person to whom it is unlawful to make such an offer, invitation or
solicitation. In those circumstances, such Issue Materials must be treated as sent for information only
and should not be acted upon for making an Application and should not be copied or re-distributed.
Accordingly, persons receiving a copy of this Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form should not, in connection with the issue of the Rights Equity
Shares or the Rights Entitlements, distribute or send this Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter or the Application Form in or into any jurisdiction where to do so, would,
or might, contravene local securities laws or regulations or would subject our Company or its affiliates
171or the Lead Manager or their respective affiliates to any filing or registration requirement (other than in
India). If this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form is received by any person in any such jurisdiction, or by their agent or nominee, they
must not seek to make an Application or acquire the Rights Entitlements referred to in this Letter of
Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any person
who purchases or renounces the Rights Entitlements or makes an application to acquire the Rights
Equity Shares offered in the Issue will be deemed to have declared, represented and warranted that such
person is eligible to subscribe and authorized to purchase or sell the Rights Entitlements or acquire the
Rights Equity Shares in compliance with all applicable laws and regulations prevailing in such person’s
jurisdiction and India, without requirement for our Company or our affiliates or the Lead Manager or
their respective affiliates to make any filing or registration (other than in India).
Our Company is undertaking the Issue on a rights basis to the Eligible Equity Shareholders and will
send this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter, the Application
Form and other applicable Issue materials primarily to email addresses of Eligible Equity Shareholders
who have provided a valid email address and an Indian address to our Company.
This Letter of Offer will be provided, primarily through e-mail, by the Registrar on behalf of our
Company or the Lead Manager to the Eligible Equity Shareholders who have provided their
Indian addresses to our Company and who make a request in this regard.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or
renunciation or purchase of the Equity Shares and/ or Rights Entitlements from any person, or the agent
of any person, who appears to be, or who our Company, or any person acting on behalf of our Company,
has reason to believe is, in the United States when the buy order is made. Envelopes containing an
Application Form and Rights Entitlement Letter should be postmarked in the United States,
electronically transmitted from the United States or otherwise dispatched from the United States or from
any other jurisdiction where it would be illegal to make an offer of securities under this Letter of Offer,
and all persons subscribing for the Rights Equity Shares Issue and wishing to hold such Equity Shares
in registered form must provide an address for registration of these Equity Shares in India. Our
Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch,
only through email, the Abridged Letter of Offer, the Application Form and other applicable Issue
materials only to Eligible Equity Shareholders who have provided an Indian address to our Company.
Any person who acquires Rights Entitlements or Equity Shares will be deemed to have declared,
warranted and agreed, by accepting the delivery of this Letter of Offer, that it is not and that at the time
of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States, and
is authorized to acquire the Rights Entitlements and the Equity Shares in compliance with all applicable
laws and regulations.
Rights Entitlements may not be transferred or sold to any person in the United States.
The Rights Entitlements and the Equity Shares have not been approved or disapproved by the US
Securities and Exchange Commission (the “US SEC”), any state securities commission in the United
States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Rights Entitlements, the Rights Equity Shares or the accuracy
or adequacy of this Letter of Offer. Any representation to the contrary is a criminal offence in the United
States.
II. PROCESS OF MAKING AN APPLICATION IN THE ISSUE
• In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI ICDR Master
Circular and the ASBA Circulars, all Investors desiring to make an Application in
this Issue are mandatorily required to use the ASBA process. Investors should carefully
read the provisions applicable to such Applications before making their Application
through ASBA.
The Application Form can be used by the Eligible Equity Shareholders as well as the
Renouncees to make Applications in this Issue basis the Rights Entitlement credited in their
respective demat accounts.
172Please note that one single Application Form shall be used by Investors to make Applications
for all Rights Entitlements available in a particular demat account. In case of Investors who
have provided details of demat account in accordance with the SEBI ICDR Regulations, such
Investors will have to apply for the Rights Equity Shares from the same demat account in which
they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors
are required to submit a separate Application Form for each demat account.
Investors may apply for the Rights Equity Shares by submitting the Application Form to the
Designated Branch of the SCSB or online/electronic Application through the website of the
SCSBs (if made available by such SCSB) for authorising such SCSB to block Application
Money payable on the Application in their respective ASBA Accounts.
Investors are also advised to ensure that the Application Form is correctly filled up stating
therein that the ASBA Account in which an amount equivalent to the amount payable on
Application as stated in the Application Form will be blocked by the SCSB.
Applicants should carefully fill-in their depository account details and PAN in the
Application Form or while submitting application through online/electronic Application
through the website of the SCSBs (if made available by such SCSB). Please note that
incorrect depository account details or PAN or Application Forms without depository
account details shall be treated as incomplete and shall be rejected. For details, see “-
Grounds for Technical Rejection” on page 179. Our Company, the Lead Manager, the
Registrar and the SCSBs shall not be liable for any incomplete or incorrect demat details
provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose
to accept the offer to participate in this Issue by making plain paper Applications. Please note
that SCSBs shall accept such applications only if all details required for making the application
as per the SEBI ICDR Regulations are specified in the plain paper application and that Eligible
Equity Shareholders making an application in this Issue by way of plain paper applications
shall not be permitted to renounce any portion of their Rights Entitlements. For details, see “-
Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA
process” on page 175.
• Options available to the Eligible Equity Shareholders
The Rights Entitlement Letter will clearly indicate the number of Rights Equity Shares that the
Eligible Equity Shareholder is entitled to in the Issue.
If the Eligible Equity Shareholder applies in this Issue, then such Eligible Equity Shareholder
can:
(i) apply for its Rights Equity Shares to the full extent of its Rights Entitlements; or
(ii) apply for its Rights Equity Shares to the extent of part of its Rights
Entitlements (without renouncing the other part); or
(iii) apply for Rights Equity Shares to the extent of part of its Rights Entitlements and
renounce the other part of its Rights Entitlements; or
(iv) apply for its Rights Equity Shares to the full extent of its Rights Entitlements
and apply for Additional Rights Equity Shares; or
(v) renounce its Rights Entitlements in full.
• Making of an Application through the ASBA process
An Investor, wishing to participate in this Issue through the ASBA facility, is required to have
an ASBA enabled bank account with SCSBs, prior to making the Application. Investors desiring
to make an Application in this Issue through ASBA process, may submit the Application Form
in physical mode to the Designated Branches of the SCSB or online/ electronic Application
through the website of the SCSBs (if made available by such SCSB) for authorizing such SCSB
173to block Application Money payable on the Application in their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form and have
provided an authorisation to the SCSB, via the electronic mode, for blocking funds in the
ASBA Account equivalent to the Application Money mentioned in the Application Form, as
the case may be, at the time of submission of the Application.
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process,
please refer to
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.
Please note that subject to SCSBs complying with the requirements of the SEBI circular
bearing reference number CIR/CFD/DIL/13/2012 dated September 25, 2012, within the periods
stipulated therein, Applications may be submitted at the Designated Branches of the SCSBs.
Further, in terms of the SEBI circular bearing reference number CIR/CFD/DIL/1/2013 dated
January 2, 2013, it is clarified that for making Applications by SCSBs on their own account
using ASBA facility, each such SCSB should have a separate account in its own name with any
other SEBI registered SCSB(s). Such account shall be used solely for the purpose of making
an Application in this Issue and clear demarcated funds should be available in such account
for such an Application.
The Lead Manager, our Company, their directors, their employees, affiliates, associates and
their respective directors and officers and the Registrar shall not take any responsibility for
acts, mistakes, errors, omissions and commissions etc., in relation to Applications accepted by
SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs
or Applications accepted and uploaded without blocking funds in the ASBA Accounts.
Investors applying through the ASBA facility should carefully read the provisions applicable
to such Applications before making their Application through the ASBA process.
Do’s for Investors applying through ASBA:
(a) Ensure that the necessary details are filled in the Application Form including the details
of the ASBA Account.
(b) Ensure that the details about your Depository Participant, PAN and beneficiary
account are correct and the beneficiary account is activated as the Rights Equity
Shares will be Allotted in the dematerialized form only.
(c) Ensure that the Applications are submitted with the Designated Branch of the SCSBs
and details of the correct bank account have been provided in the Application.
(d) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares
(including Additional Rights Equity Shares) applied for} X {Application Money of
Equity Shares}) available in ASBA Account mentioned in the Application Form
before submitting the Application to the respective Designated Branch of the SCSB.
(e) Ensure that you have authorised the SCSB for blocking funds equivalent to the total
amount payable on application mentioned in the Application Form, in the ASBA
Account, of which details are provided in the Application Form and have signed the
same.
(f) Ensure that you have a bank account with SCSBs providing ASBA facility in your
location and the Application is made through that SCSB providing ASBA facility in
such location.
(g) Ensure that you receive an acknowledgement from the Designated Branch of the
SCSB for your submission of the Application Form in physical form or plain paper
Application.
(h) Ensure that the name(s) given in the Application Form is exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant. In
case the Application Form is submitted in joint names, ensure that the beneficiary
174account is also held in same joint names and such names are in the same sequence in
which they appear in the Application Form and the Rights Entitlement Letter.
(i) Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT
notification dated Feb 13, 2020 read with press release dated June 25, 2021 and
September 17, 2021.
Don’ts for Investors applying through ASBA:
(a) Do not apply if you are not eligible to participate in the Issue under the securities laws
applicable to your jurisdiction.
(b) Do not apply if you have not provided an Indian address.
(c) Do not submit the Application Form after you have submitted a plain paper
Application to a Designated Branch of the SCSB or vice versa.
(d) Do not send your physical Application to the Lead Manager, the Registrar, the
Bankers to the Issue (assuming that such Bankers to the Issue are not SCSB’s), a
branch of the SCSB which is not a Designated Branch of the SCSB or our Company;
instead submit the same to a Designated Branch of the SCSB only.
(e) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process
upon making the Application.
(f) Do not submit Application Form using third party ASBA account.
(g) Avoiding applying on the Issue Closing Date due to risk of delay/restriction in making
any physical Application.
(h) Do not submit Multiple Application Forms.
• Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA
process
An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may
make an Application to subscribe to this Issue on plain paper in terms of Regulation 78 of SEBI
ICDR Regulations in case of non-receipt of Application Form as detailed above. In such cases
of non-receipt of the Application Form through physical delivery (where applicable) and the
Eligible Equity Shareholder not being in a position to obtain it from any other source may make
an Application to subscribe to this Issue on plain paper with the same details as per the
Application Form that is available on the website of the Registrar, Stock Exchanges or the
Lead Manager. An Eligible Equity Shareholder shall submit the plain paper Application to the
Designated Branch of the SCSB for authorising such SCSB to block Application Money in the
said bank account maintained with the same SCSB. Applications on plain paper will not be
accepted from any Eligible Equity Shareholder who has not provided an Indian address.
Please note that in terms of Regulation 78 of SEBI ICDR Regulations, the Eligible Equity
Shareholders who are making the Application on plain paper shall not be entitled to renounce
their Rights Entitlements and should not utilize the Application Form for any purpose
including renunciation even if it is received subsequently.
The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint
holders, in the same order and as per specimen recorded with his/her bank, must reach the
office of the Designated Branch of the SCSB before the Issue Closing Date and should contain
the following particulars:
1. Name of our Company, being Praxis Home Retail Limited;
2. Name and address of the Eligible Equity Shareholder including joint holders (in the
same order and as per specimen recorded with our Company or the Depository);
3. Folio number (in case of Eligible Equity Shareholders who hold Equity Shares in
175physical form as on Record Date)/DP and Client ID;
4. Except for Applications on behalf of the Central or State Government, the residents
of Sikkim and the officials appointed by the courts, PAN of the Eligible Equity
Shareholder and for each Eligible Equity Shareholder in case of joint names,
irrespective of the total value of the Equity Shares applied for pursuant to this Issue;
5. Number of Equity Shares held as on Record Date;
6. Allotment option – only dematerialised form;
7. Number of Rights Equity Shares entitled to;
8. Number of Rights Equity Shares applied for within the Rights Entitlements;
9. Number of Additional Rights Equity Shares applied for, if any (applicable only if
entire Rights Entitlements have been applied for);
10. Total number of Rights Equity Shares applied for;
11. Total Application amount paid at the rate of ₹ 10/- per Rights Equity Share;
12. Details of the ASBA Account such as the SCSB account number, name, address and
branch of the relevant SCSB;
13. In case of non-resident Eligible Equity Shareholders making an application with an
Indian address, details of the NRE / FCNR/ NRO account such as the account number,
name, address and branch of the SCSB with which the account is maintained;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent
to the Application Money in the ASBA Account;
15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the
same sequence and order as they appear in the records of the SCSB); and
In cases where Multiple Application Forms are submitted for Applications pertaining to Rights
Entitlements credited to the same demat account including cases where an Investor submits
Application Forms along with a plain paper Application, such Applications shall be liable to
be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in
an Application being rejected, with our Company, the Lead Manager and the Registrar not
having any liability to the Investor. The plain paper Application format will be available on the
website of the Registrar at www.in.mpms.mufg.com.
Our Company, the Lead Manager and the Registrar shall not be responsible if the Applications
are not uploaded by the SCSB or funds are not blocked in the Investors’ ASBA Accounts on
or before the Issue Closing Date.
• Making of an Application by Eligible Equity Shareholders holding Equity Shares in
physical form
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR
Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall
be made in dematerialised form only. Accordingly, Eligible Equity Shareholders holding
Equity Shares in physical form as on Record Date and desirous of subscribing to Rights Equity
Shares in this Issue are advised to furnish the details of their demat account to the Registrar or
our Company at least two clear Working Days prior to the Issue Closing Date, to enable the
credit of their Rights Entitlements in their respective demat accounts at least one day before
the Issue Closing Date.
Prior to the Issue Opening Date, the Rights Entitlements of those Eligible Equity Shareholders,
among others, who hold Equity Shares in physical form, and/or whose demat account details
176are not available with our Company or the Registrar, shall be credited in a demat suspense
escrow account opened by our Company.
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and
who have opened their demat accounts after the Record Date, shall adhere to following
procedure for participating in this Issue:
(a) The Eligible Equity Shareholders shall visit
https://web.in.mpms.mufg.com/RIssue/RIssue_Register.aspx?ReqType=dpi to
upload their self- attested client master sheet of their demat account and also provide
the other details as required, no later than two Clear Working Days prior to the Issue
Closing Date;
(b) The Registrar shall, after verifying the details of such demat account, transfer the Rights
Entitlements of such Eligible Equity Shareholders to their demat accounts at least one
day before the Issue Closing Date; and
(c) The remaining procedure for Application shall be same as set out in the section
entitled “- Making of an Application by Eligible Equity Shareholders on Plain Paper
under ASBA process” on page 175.
Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the
Record Date will not be allowed to renounce their Rights Entitlements in the Issue. However,
such Eligible Equity Shareholders, where the dematerialized Rights Entitlements are
transferred from the suspense escrow demat account to the respective demat accounts within
prescribed timelines, can apply for Additional Rights Equity Shares while submitting the
Application through ASBA process.
Application for Additional Rights Equity Shares
Investors are eligible to apply for Additional Rights Equity Shares over and above their Rights
Entitlements, provided that they are eligible to apply for Equity Shares under applicable law
and they have applied for all the Rights Equity Shares forming part of their Rights Entitlements
without renouncing them in whole or in part. Where the number of Additional Rights Equity
Shares applied for exceeds the number available for Allotment, the Allotment would be made
as per the Basis of Allotment finalised in consultation with the Designated Stock Exchange.
Applications for Additional Rights Equity Shares shall be considered and Allotment shall be
made in accordance with the SEBI ICDR Regulations and in the manner as set out in the
section entitled “- Basis of Allotment” on page 192.
Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for
Additional Rights Equity Shares. Non-resident Renouncees who are not Eligible Equity
Shareholders cannot apply for Additional Rights Equity Shares unless regulatory
approvals are submitted.
Additional general instructions for Investors in relation to making of an Application
(a) Please read this Letter of Offer carefully to understand the Application process and
applicable settlement process.
(b) Please read the instructions on the Application Form sent to you. Application should
be complete in all respects. The Application Form found incomplete with regard to
any of the particulars required to be given therein, and/or which are not completed in
conformity with the terms of this Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter and the Application Form are liable to be rejected. The
Application Form must be filled in English.
(c) In case of non-receipt of Application Form, Application can be made on plain paper
mentioning all necessary details as mentioned under the section entitled “Making of
an Application by Eligible Equity Shareholders on Plain Paper under ASBA process”
on page 175.
177(d) Applications should be submitted to the Designated Branch of the SCSB or made
online/electronic through the website of the SCSBs (if made available by such SCSB)
for authorising such SCSB to block Application Money payable on the Application
in their respective ASBA Accounts. Please note that on the Issue Closing Date,
Applications through ASBA process will be uploaded until 5.00 p.m. (Indian Standard
Time) or such extended time as permitted by the Stock Exchanges.
(e) Applications should not be submitted to the Bankers to the Issue, our Company or
the Registrar or the Lead Manager.
(f) All Applicants, and in the case of Application in joint names, each of the joint
Applicants, should mention their PAN allotted under the Income-Tax Act, irrespective
of the amount of the Application. Except for Applications on behalf of the Central or
the State Government, the residents of Sikkim and the officials appointed by the
courts, Applications without PAN will be considered incomplete and are liable to be
rejected. With effect from August 16, 2010, the demat accounts for Investors for which
PAN details have not been verified shall be “suspended for credit” and no Allotment
and credit of Rights Equity Shares pursuant to this Issue shall be made into the
accounts of such Investors.
(g) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank
account details and occupation (“Demographic Details”) are updated, true and
correct, in all respects. Investors applying under this Issue should note that on the
basis of name of the Investors, DP ID and Client ID provided by them in the
Application Form or the plain paper Applications, as the case may be, the Registrar
will obtain Demographic Details from the Depository. Therefore, Investors applying
under this Issue should carefully fill in their Depository Account details in the
Application. These Demographic Details would be used for all correspondence with
such Investors including mailing of the letters intimating unblocking of bank account
of the respective Investor and/or refund. The Demographic Details given by the
Investors in the Application Form would not be used for any other purposes by the
Registrar. Hence, Investors are advised to update their Demographic Details as
provided to their Depository Participants. The Allotment Advice and the intimation
on unblocking of ASBA Account or refund (if any) would be mailed to the address
of the Investor as per the Indian address provided to our Company or the
Registrar or Demographic Details received from the Depositories. The Registrar
will give instructions to the SCSBs for unblocking funds in the ASBA Account
to the extent Rights Equity Shares are not Allotted to such Investor. Please note
that any such delay shall be at the sole risk of the Investors and none of our
Company, the SCSBs, Registrar or the Lead Manager shall be liable to
compensate the Investor for any losses caused due to any such delay or be liable
to pay any interest for such delay. In case no corresponding record is available
with the Depositories that match three parameters, (a) names of the Investors
(including the order of names of joint holders), (b) DP ID, and (c) Client ID, then
such Application Forms are liable to be rejected.
(h) By signing the Application Forms, Investors would be deemed to have authorised the
Depositories to provide, upon request, to the Registrar, the required Demographic
Details as available on its records.
(i) For physical Applications through ASBA at Designated Branches of SCSB,
signatures should be either in English or Hindi or in any other language specified in
the Eighth Schedule to the Constitution of India. Signatures other than in any such
language or thumb impression must be
attested by a Notary Public or a Special Executive Magistrate under his/her
official seal. The Investors must sign the Application as per the specimen signature
recorded with the SCSB.
(j) Investors should provide correct DP ID and Client ID/ folio number (for Eligible
Equity Shareholders who hold Equity Shares in physical form as on Record Date)
while submitting the Application. Such DP ID and Client ID/ folio number should
178match the demat account details in the records available with Company and/or
Registrar, failing which such Application is liable to be rejected. Investor will be
solely responsible for any error or inaccurate detail provided in the Application. Our
Company, the Lead Manager, SCSBs or the Registrar will not be liable for any such
rejections.
(k) In case of joint holders and physical Applications through ASBA process, all joint
holders must sign the relevant part of the Application Form in the same order and as
per the specimen signature(s) recorded with the SCSB. In case of joint Applicants,
reference, if any, will be made in the first Applicant’s name and all communication
will be addressed to the first Applicant.
(l) All communication in connection with Application for the Rights Equity Shares,
including any change in contact details of the Eligible Equity Shareholders should be
addressed to the Registrar prior to the date of Allotment in this Issue quoting the name
of the first/sole Applicant, folio number (for Eligible Equity Shareholders who hold
Equity Shares in physical form as on Record Date)/DP ID and Client ID and
Application Form number, as applicable. In case of any change in contact details of
the Eligible Equity Shareholders, the Eligible Equity Shareholders should also send
the intimation for such change to the respective depository participant, or to our
Company or the Registrar in case of Eligible Equity Shareholders holding Equity
Shares in physical form.
(m) Investors are required to ensure that the number of Rights Equity Shares applied for
by them does not exceed the prescribed limits under the applicable law.
(n) Do not apply if you are ineligible to participate in this Issue under the securities laws
applicable to your jurisdiction.
(o) Do not submit the GIR number instead of the PAN as the application is liable to be
rejected on this ground.
(p) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making
any physical Application.
(q) Do not pay the Application Money in cash, by money order, pay order or postal order.
(r) Do not submit Multiple Applications.
(s) An Applicant being an OCB is required not to be under the adverse notice of RBI and
in order to apply in this Issue as an incorporated non-resident must do so in accordance
with the FDI Policy and the FEMA Rules, as amended.
(t) Ensure that your PAN is linked with Aadhaar and you are in compliance with CBDT
notification dated February 13, 2020 and press release dated June 25, 2021 and
September 17, 2021.
• Grounds for Technical Rejection
Applications made in this Issue are liable to be rejected on the following grounds:
(a) DP ID and Client ID mentioned in Application does not match with the DP ID and
Client ID records available with the Registrar.
(b) Details of PAN mentioned in the Application does not match with the PAN records
available with the Registrar.
(c) Sending an Application to our Company, the Lead Manager, Registrar, Bankers to
the Issue, to a branch of a SCSB which is not a Designated Branch of the SCSB.
(d) Insufficient funds are available in the ASBA Account with the SCSB for blocking the
Application Money.
179(e) Funds in the ASBA Account whose details are mentioned in the Application Form
having been frozen pursuant to regulatory orders.
(f) Account holder not signing the Application or declaration mentioned therein.
(g) Submission of more than one Application Form for Rights Entitlements available in
a particular demat account.
(h) Multiple Application Forms, including cases where an Investor submits Application
Forms along with a plain paper Application.
(i) Submitting the GIR number instead of the PAN (except for Applications on behalf of
the Central or State Government, the residents of Sikkim and the officials appointed
by the courts).
(j) Applications by persons not competent to contract under the Indian Contract Act,
1872, except Applications by minors having valid demat accounts as per the
Demographic Details provided by the Depositories.
(k) Applications by SCSB on own account, other than through an ASBA Account in its
own name with any other SCSB.
(l) Application Forms which are not submitted by the Investors within the time periods
prescribed in the Application Form and this Letter of Offer.
(m) Physical Application Forms not duly signed by the sole or joint Investors, as
applicable.
(n) Application Forms accompanied by stock invest, outstation cheques, post-dated
cheques, money order, postal order or outstation demand drafts.
(o) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has
provided any interim relief then failure to attach a copy of such SEBI order allowing
the Investor to subscribe to their Rights Entitlements.
(p) Applications which: (i) appears to our Company or its agents to have been executed in,
electronically transmitted from or dispatched from jurisdictions where the offer and
sale of the Rights Equity Shares is not permitted under laws of such jurisdictions; (ii)
does not include the relevant certifications set out in the Application Form, including
to the effect that the person submitting and/or renouncing the Application Form is
outside the United States, and is eligible to subscribe for the Rights Equity Shares
under applicable securities laws and is complying with laws of jurisdictions applicable
to such person in connection with this Issue; and our Company shall not be bound to
issue or allot any Rights Equity Shares in respect of any such Application Form.
(q) Applications which have evidence of being executed or made in contravention of
applicable securities laws.
(r) Application from Investors that are residing in U.S. address as per the depository
records (unless the Application Form is submitted by a person who is both an U.S.
QIB and U.S. Qualified Purchaser in the United States).
(s) Applicants not having the requisite approvals to make Application in the Issue.
IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO
APPLY THROUGH THE ASBA PROCESS, TO RECEIVE THEIR RIGHTS EQUITY
SHARES IN DEMATERIALISED FORM AND TO THE SAME DEPOSITORY
ACCOUNT/CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY
THE INVESTOR AS ON THE RECORD DATE. ALL INVESTORS APPLYING UNDER
THIS ISSUE SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DP ID
AND BENEFICIARY ACCOUNT NUMBER/FOLIO NUMBER IN THE APPLICATION
FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION
FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY
180ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT
NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO
HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH
THEY APPEAR IN THE APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS
THE CASE MAY BE.
• Multiple Applications
In case where multiple Applications are made using same demat account in respect of the same
set of Rights Entitlement, such Applications shall be liable to be rejected. A separate
Application can be made in respect of Rights Entitlements in each demat account of the
Investors and such Applications shall not be treated as multiple applications. Similarly, a
separate Application can be made against Equity Shares held in dematerialized form and
Equity Shares held in physical form, and such Applications shall not be treated as multiple
applications. Further supplementary Applications in relation to further Rights Equity Shares
with/without using additional Rights Entitlement will not be treated as multiple application. A
separate Application can be made in respect of each scheme of a mutual fund registered with
SEBI and such Applications shall not be treated as multiple applications. For details, see “-
Procedure for Applications by Mutual Funds” on page 182.
In cases where Multiple Application Forms are submitted, including cases where (a) an
Investor submits Application Forms along with a plain paper Application or (b) multiple plain
paper Applications (c) or multiple applications through ASBA, such Applications may be
treated as multiple applications and are liable to be rejected or all the balance shares other than
Rights Entitlement will be considered as additional shares applied for, other than multiple
applications submitted by any of our Promoter or members of our Promoter Group to meet the
minimum subscription requirements applicable to this Issue.
• Procedure for Applications by certain categories of Investors
Procedure for Applications by FPIs
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the
Equity Shares is subject to certain limits, i.e., the individual holding of an FPI (including its
investor group (which means multiple entities registered as foreign portfolio investors and
directly and indirectly having common ownership of more than 50% of common control)) shall
be below 10% of our post-Issue Equity Share capital. In case the total holding of an FPI or
investor group increases beyond 10% of the total paid-up Equity Share capital of our Company,
on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or
preference shares or share warrants that may be issued by our Company, the total investment
made by the FPI or investor group will be re-classified as FDI subject to the conditions as
specified by SEBI and RBI in this regard. Further, the aggregate limit of all FPIs investments is
up to the sectoral cap applicable to the sector in which our Company operates.
FPIs are permitted to participate in this Issue subject to compliance with conditions and
restrictions which may be specified by the Government from time to time. FPIs who wish to
participate in the Issue are advised to use the Application Form for non-residents. Subject to
compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in
terms of Regulation 21 of the SEBI FPI Regulations, an FPI may issue, subscribe to or
otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations
as any instrument, by whatever name called, which is issued overseas by an FPI against
securities held by it that are listed or proposed to be listed on any recognised stock exchange in
India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only to persons registered as Category I FPI under the SEBI FPI
Regulations; (ii) such offshore derivative instruments are issued only to persons who are
eligible for registration as Category I FPIs (where an entity has an investment manager who is
from the Financial Action Task Force member country, the investment manager shall not be
required to be registered as a Category I FPI); (iii) such offshore derivative instruments are
issued after compliance with ‘know your client’ norms; and (iv) compliance with other
conditions as may be prescribed by SEBI.
181An FPI issuing offshore derivative instruments is also required to ensure that any transfer of
offshore derivative instruments issued by or on its behalf, is carried out subject to inter alia the
following conditions:
(a) such offshore derivative instruments are transferred only to persons in accordance
with the SEBI FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom
the offshore derivative instruments are to be transferred to are pre – approved by the
FPI.
Procedure for Applications by AIFs, FVCIs, VCFs and FDI route
The SEBI VCF Regulations and the SEBI FVCI Regulations prescribe, among other things,
the investment restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI AIF
Regulations prescribe, among other things, the investment restrictions on AIFs.
As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not
permitted to invest in listed companies pursuant to rights issues. Accordingly, applications by
VCFs or FVCIs will not be accepted in this Issue. Further, venture capital funds registered as
Category I AIFs, as defined in the SEBI AIF Regulations, are not permitted to invest in listed
companies pursuant to rights issues. Accordingly, applications by venture capital funds
registered as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in
this Issue. Other categories of AIFs are permitted to apply in this Issue subject to compliance
with the SEBI AIF Regulations. Such AIFs having bank accounts with SCSBs that are
providing ASBA in cities / centres where such AIFs are located are mandatorily required to
make use of the ASBA facility. Otherwise, applications of such AIFs are liable for rejection.
Procedure for Applications by NRIs
Investments by NRIs are governed by the FEMA Rules. Applications will not be accepted from
NRIs that are ineligible to participate in this Issue under applicable securities laws.
As per the FEMA Rules, an NRI or Overseas Citizen of India (“OCI”) may purchase or sell
capital instruments of a listed Indian company on repatriation basis, on a recognised stock
exchange in India, subject to the conditions, inter alia, that the total holding by any individual
NRI or OCI will not exceed 5% of the total paid- up equity capital on a fully diluted basis or
should not exceed 5% of the paid-up value of each series of debentures or preference shares or
share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put
together will not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall
not exceed 10% of the paid-up value of each series of debentures or preference shares or share
warrants. The aggregate ceiling of 10% may be raised to 24%, if a special resolution to that
effect is passed by the general body of the Indian company.
Further, in accordance with press note 3 of 2020, the FDI Policy has been amended to state that
all investments by entities incorporated in a country which shares land border with India or
where the beneficial owner of an investment into India is situated in or is a citizen of any such
country (“Restricted Investors”), will require prior approval of the Government of India. It is
not clear from the press note whether or not an issue of the Rights Equity Shares to Restricted
Investors will also require prior approval of the Government of India and each Investor should
seek independent legal advice about its ability to participate in the Issue. In the event such
prior approval has been obtained, the Investor shall intimate our Company and the Registrar
about such approval within the Issue Period.
Procedure for Applications by Mutual Funds
A separate application can be made in respect of each scheme of an Indian mutual fund
registered with SEBI and such applications shall not be treated as multiple applications. The
applications made by asset management companies or custodians of a mutual fund should
clearly indicate the name of the concerned scheme for which the application is being made.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or
182equity related instruments of any single company provided that the limit of 10% shall not be
applicable for investments in case of index funds or exchange traded funded or sector or
industry specific schemes. No Mutual Fund under all its schemes should own more than 10%
of any company’s paid-up share capital carrying voting rights.
Procedure for Applications by Systemically Important Non-Banking Financial Companies
(“NBFC-SI”)
In case of an application made by NBFC-SI registered with RBI, (a) the certificate of
registration issued by RBI under Section 45IA of RBI Act, 1934 and (b) net worth certificate
from its statutory auditors or any independent chartered accountant based on the last audited
financial statements is required to be attached to the application.
Last date for Application
The last date for submission of the duly filled in the Application Form or a plain paper
Application is Monday, August 18, 2025, i.e., Issue Closing Date. Our Board or any committee
thereof may extend the said date for such period as it may determine from time to time, subject
to the Issue Period not exceeding 30 days from the Issue Opening Date (inclusive of the Issue
Opening Date).
If the Application Form is not submitted with an SCSB, uploaded with the Stock Exchanges
and the Application Money is not blocked with the SCSB, on or before the Issue Closing Date
or such date as may be extended by our Board or any committee thereof, the invitation to offer
contained in this Letter of Offer shall be deemed to have been declined and our Board or any
committee thereof shall be at liberty to dispose of the Equity Shares hereby offered, as set out
in the section entitled “- Basis of Allotment” on page 192.
Please note that on the Issue Closing Date, Applications through ASBA process will be
uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the
Stock Exchanges.
Please ensure that the Application Form and necessary details are filled in. In place of
Application number, Investors can mention the reference number of the e-mail received from
Registrar informing about their Rights Entitlement or last eight digits of the demat account.
Alternatively, SCSBs may mention their internal reference number in place of application
number.
Withdrawal of Application
An Investor who has applied in this Issue may withdraw their Application at any time during
Issue Period by approaching the SCSB where application is submitted. However, no Investor
applying through ASBA facility may withdraw their Application post 5.00 p.m. (Indian
Standard Time) on the Issue Closing Date.
Disposal of Application and Application Money
No acknowledgment will be issued for the Application Money received by our Company.
However, the Designated Branches of the SCSBs receiving the Application Form will
acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of
each Application Form.
Our Board or a committee thereof reserves its full, unqualified and absolute right to accept or
reject any Application, in whole or in part, and in either case without assigning any reason
thereto.
In case an Application is rejected in full, the whole of the Application Money will be unblocked
in the respective ASBA Accounts, in case of Applications through ASBA. Wherever an
Application is rejected in part, the balance of Application Money, if any, after adjusting any
money due on Rights Equity Shares Allotted, will be refunded / unblocked in the respective
bank accounts from which Application Money was received / ASBA Accounts of the Investor
183within a period of 4 days from the Issue Closing Date. In case of failure to do so, our Company
shall pay interest at such rate and within such time as specified under applicable law.
For further instructions, please read the Application Form carefully.
III. CREDIT OF RIGHTS ENTITLEMENTS IN DEMAT ACCOUNTS OF ELIGIBLE EQUITY
SHAREHOLDERS
• Rights Entitlements
As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares
held in dematerialised form or appears in the register of members of our Company as an Eligible
Equity Shareholder in respect of our Equity Shares held in physical form, as on the Record Date,
you may be entitled to subscribe to the number of Rights Equity Shares as set out in the Rights
Entitlement Letter.
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements
from the website of the Registrar (i.e., www.in.mpms.mufg.com) by entering their DP ID and
Client ID or folio number (for Eligible Equity Shareholders who hold Equity Shares in physical
form as on Record Date) and PAN. The link for the same shall also be available on the website
of our Company (i.e., www.praxisretail.in).
In this regard, our Company has made necessary arrangements with NSDL and CDSL for
crediting of the Rights Entitlements to the demat accounts of the Eligible Equity Shareholders
in a dematerialized form. A separate ISIN for the Rights Entitlements has also been generated
which is ISIN: INE546Y20030. The said ISIN shall remain frozen (for debit) until the Issue
Opening Date. The said ISIN shall be suspended for transfer by the Depositories post the Issue
Closing Date.
Additionally, our Company will submit the details of the total Rights Entitlements credited to
the demat accounts of the Eligible Equity Shareholders and the Demat Suspense Account to
the Stock Exchanges after completing the corporate action. The details of the Rights
Entitlements with respect to each Eligible Equity Shareholders can be accessed by such
respective Eligible Equity Shareholders on the website of the Registrar after keying in their
respective details along with other security control measures implemented thereat.
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity
Shareholders before the Issue Opening Date only in dematerialised form. Further, if no
Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before
Issue Closing Date, such Rights Entitlements shall lapse and shall be extinguished after the
Issue Closing Date. No Rights Equity Shares for such lapsed Rights Entitlements will be
credited, even if such Rights Entitlements were purchased from market and purchaser will lose
the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights
Entitlements are required to make an Application to apply for Rights Equity Shares offered
under the Issue for subscribing to the Rights Equity Shares offered under the Issue.
If Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have
not provided the details of their demat accounts to our Company or to the Registrar, they are
required to provide their demat account details to our Company or the Registrar no later than
two clear Working Days prior to the Issue Closing Date, to enable the credit of the Rights
Entitlements by way of transfer from the Demat Suspense Account to their respective demat
accounts, at least one day before the Issue Closing Date. Such Eligible Equity Shareholders
holding shares in physical form can update the details of their respective demat accounts on the
website of the Registrar (i.e.
https://web.in.mpms.mufg.com/RIssue/RIssue_Register.aspx?ReqType=dpid). Such Eligible
Equity Shareholders can make an Application only after the Rights Entitlements is credited to
their respective demat accounts.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR
Master Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall
be made in dematerialized form only. Prior to the Issue Opening Date, our Company shall
credit the Rights Entitlements to the (i) demat accounts of the Eligible Equity Shareholders
184holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow account
(namely, “MIIPL PRAXIS HOME RETAIL RIGHTS ESCROW DEMAT ACCOUNT”)
opened by our Company, for the Eligible Equity Shareholders which would comprise Rights
Entitlements relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the
demat accounts of the Eligible Equity Shareholder which are frozen or the Equity Shares which
are lying in the unclaimed suspense account (including those pursuant to Regulation 39 of the
SEBI Listing Regulations) or details of which are unavailable with our Company or with the
Registrar on the Record Date; or (c) Equity Shares held by Eligible Equity Shareholders
holding Equity Shares in physical form as on Record Date where details of demat accounts
are not provided by Eligible Equity Shareholders to our Company or Registrar; or (d) credit
of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares
currently under dispute, including any court proceedings or where legal notices have been
issued, if any; or (f) non- institutional equity shareholders in the United States.
With respect to the Rights Entitlements credited to the demat suspense account, Eligible Equity
Shareholders are requested to provide relevant details (such as copies of self-attested PAN and
client master sheet of demat account etc., details/ records confirming the legal and beneficial
ownership of their respective Equity Shares) to our Company or the Registrar not later than
two clear Working Days prior to the Issue Closing Date, i.e., by Monday, August 18, 2025, to
enable the credit of their Rights Entitlements by way of transfer from the demat suspense escrow
account to their demat account at least one day before the Issue Closing Date, to enable such
Eligible Equity Shareholders to make an application in the Issue, and this communication shall
serve as an intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity
Shareholders are also requested to ensure that their demat account, details of which have been
provided to our Company or the Registrar account is active to facilitate the aforementioned
transfer. In the event that the Eligible Equity Shareholders are not able to provide relevant
details to our Company or the Registrar by the end of two clear Working Days prior to the
Issue Closing Date, Rights Entitlements credited to the demat suspense account shall
lapse and extinguish in due course and such Eligible Equity Shareholder shall not have any
claim against our Company and our Company shall not be liable to any such Eligible Equity
Shareholder in any form or manner.
IV. RENUNCIATION AND TRADING OF RIGHTS ENTITLEMENT
• Renouncees
All rights and obligations of the Eligible Equity Shareholders in relation to Applications and
refunds pertaining to this Issue shall apply to the Renouncee(s) as well.
• Renunciation of Rights Entitlements
This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights
Entitlements credited to their respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and
vice versa shall be subject to provisions of FEMA Rules and other circular, directions, or
guidelines issued by RBI or the Ministry of Finance from time to time. However, the facility
of renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders
being an erstwhile OCB unless the same is in compliance with the FEMA Rules and other
circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by
sale of such Rights Entitlements, using the secondary market platform of the Stock Exchanges
or through an off-market transfer.
• Procedure for Renunciation of Rights Entitlements
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their
respective demat accounts, either in full or in part (a) by using the secondary market platform
of the Stock Exchanges (the “On Market Renunciation”); or (b) through an off-market
transfer (the “Off Market Renunciation”), during the Renunciation Period. The Investors
185should have the demat Rights Entitlements credited / lying in his/her own demat account prior
to the renunciation. The trades through On Market Renunciation and Off Market Renunciation
will be settled by transferring the Rights Entitlements through the depository mechanism.
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result
of trading in the Rights Entitlements. Investors who intend to trade in the Rights Entitlements
should consult their tax advisor or stock-broker regarding any cost, applicable taxes, charges
and expenses (including brokerage) that may be levied for trading in Rights Entitlements.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the
Investors on or before the Issue Closing Date shall lapse and shall be extinguished after the Issue
Closing Date.
Payment Schedule of Rights Equity Shares
₹ 10/- per Rights Equity Share (including premium of ₹ 5/- per Rights Equity Share) shall be payable
at the time of application.
The Lead Manager and our Company accept no responsibility to bear or pay any cost, applicable
taxes, charges and expenses (including brokerage), and such costs will be incurred solely by the
Investors.
(a) On Market Renunciation
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their
respective demat accounts by trading/selling them on the secondary market platform of the
Stock Exchanges through a registered stock-broker in the same manner as the existing Equity
Shares of our Company.
In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI ICDR Master
Circular, the Rights Entitlements credited to the respective demat accounts of the Eligible
Equity Shareholders shall be admitted for trading on the Stock Exchanges under ISIN:
INE546Y20030 subject to requisite approvals. Prior to the Issue Opening Date, our Company
will obtain the approval from the Stock Exchanges for trading of Rights Entitlements. No
assurance can be given regarding the active or sustained On Market Renunciation or the price
at which the Rights Entitlements will trade. The details for trading in Rights Entitlements will
be as specified by the Stock Exchanges from time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading
of Rights Entitlements is 1 (one) Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On
Market Renunciation, i.e., from Thursday, August 7, 2025 to Tuesday, August 12, 2025 (both
days inclusive).
The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will
have to do so through their registered stock-brokers by quoting the ISIN: INE546Y20030 and
indicating the details of the Rights Entitlements they intend to trade. The Investors can place
order for sale of Rights Entitlements only to the extent of Rights Entitlements available in their
demat account.
The On Market Renunciation shall take place electronically on secondary market platform of
BSE and NSE under automatic order matching mechanism and on ‘T+1 rolling settlement
basis’, where ‘T’ refers to the date of trading. The transactions will be settled on trade-for-
trade basis. Upon execution of the order, the stock-broker will issue a contract note in
accordance with the requirements of the Stock Exchanges and the SEBI.
(b) Off Market Renunciation
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their
respective demat accounts by way of an off-market transfer through a depository participant.
The Rights Entitlements can be transferred in dematerialised form only.
186Eligible 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 to enable Renouncees to
subscribe to the Rights Equity Shares in the Issue.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements
will have to do so through their depository participant by issuing a delivery instruction
slip quoting the ISIN: INE546Y20030, the details of the buyer and the details of the Rights
Entitlements they intend to transfer. The buyer of the Rights Entitlements (unless already
having given a standing receipt instruction) has to issue a receipt instruction slip to their
depository participant. The Investors can transfer Rights Entitlements only to the extent of
Rights Entitlements available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of
the depository participants.
The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as
specified by the NSDL and CDSL from time to time.
V. MODE OF PAYMENT
All payments against the Application Forms shall be made only through ASBA facility. The Registrar
will not accept any payments against the Application Forms, if such payments are not made through
ASBA facility.
Under the ASBA facility, the Investor agrees to block the entire amount payable on Application with
the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the
amount payable on Application, in the Investor’s ASBA Account. The SCSB may reject the application
at the time of acceptance of Application Form if the ASBA Account, details of which have been provided
by the Investor in the Application Form does not have sufficient funds equivalent to the amount payable
on Application mentioned in the Application Form. Subsequent to the acceptance of the Application by
the SCSB, our Company would have a right to reject the Application on technical grounds as set forth
in this Letter of Offer.
After verifying that sufficient funds are available in the ASBA Account details of which are provided in
the Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned
in the Application Form until the Transfer Date. On the Transfer Date, upon receipt of intimation from
the Registrar, of the receipt of minimum subscription and pursuant to the finalization of the Basis of
Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount as per
the Registrar’s instruction from the ASBA Account into the Allotment Account which shall be a
separate bank account maintained by our Company, other than the bank account referred to in sub-
section (3) of Section 40 of the Companies Act, 2013. The balance amount remaining after the
finalisation of the Basis of Allotment on the Transfer Date shall be unblocked by the SCSBs on the
basis of the instructions issued in this regard by the Registrar to the respective SCSB.
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock
invest scheme has been withdrawn. Hence, payment through stock invest would not be accepted in this
Issue.
Mode of payment for Resident Investors
All payments on the Application Forms shall be made only through ASBA facility. Applicants are
requested to strictly adhere to these instructions.
Mode of payment for Non-Resident Investors
As regards the Application by non-resident Investors, payment must be made only through ASBA
facility and using permissible accounts in accordance with FEMA, FEMA Rules and requirements
prescribed by RBI and subject to the following:
1. In case where repatriation benefit is available, interest, dividend, sales proceeds derived from
the investment in Rights Equity Shares can be remitted outside India, subject to tax, as
187applicable according to the Income- Tax Act. However, please note that conditions applicable
at the time of original investment in our Company by the Eligible Equity Shareholder including
repatriation shall not change and remain the same for subscription in the Issue or subscription
pursuant to renunciation in the Issue.
2. Subject to the above, in case Rights Equity Shares are Allotted on a non-repatriation basis, the
dividend and sale proceeds of the Rights Equity Shares cannot be remitted outside India.
3. In case of an Application Form received from non-residents, Allotment, refunds and other
distribution, if any, will be made in accordance with the guidelines and rules prescribed by RBI
as applicable at the time of making such Allotment, remittance and subject to necessary
approvals.
4. Application Forms received from non-residents/ NRIs, or persons of Indian origin residing
abroad for Allotment of Rights Equity Shares shall, amongst other things, be subject to
conditions, as may be imposed from time to time by RBI under FEMA, in respect of matters
including Refund of Application Money and Allotment.
5. In the case of NRIs who remit their Application Money from funds held in FCNR/NRE
Accounts, refunds and other disbursements, if any shall be credited to such account.
6. Non-resident Renouncees who are not Eligible Equity Shareholders must submit regulatory
approval for applying for Additional Rights Equity Shares.
VI. BASIS FOR THIS ISSUE AND TERMS OF THIS ISSUE
The Rights Equity Shares are being offered for subscription to the Eligible Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the Depositories in respect of our
Equity Shares held in dematerialised form and on the register of members of our Company in respect
of our Equity Shares held in physical form at the close of business hours on the Record Date.
For principal terms of Issue such as face value, Issue Price, Rights Entitlement, see “The Issue” beginning
on page 36.
• Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to existing Eligible Equity
Shareholders in the ratio of 11 Rights Equity Shares for every 30 fully paid-up Equity Shares
held as on the Record Date. As per ASBA Circular, the fractional entitlements are to be
ignored. Accordingly, if the shareholding of any of the Eligible Equity Shareholders is less
than 30 Equity Shares or is not in the multiple of 30 Equity Shares, the fractional entitlements
of such Eligible Equity Shareholders shall be ignored by rounding down of their Rights
Entitlements. However, the Eligible Equity Shareholders whose fractional entitlements are
being ignored, will be given preferential consideration for the Allotment of one additional
Rights Equity Share if they apply for additional Rights Equity Shares over and above their
Rights Entitlements, if any, subject to availability of Rights Equity Shares in this Issue post
allocation towards Rights Entitlements applied for.
For example, if an Eligible Equity Shareholder holds 40 Equity Shares, such Equity
Shareholder will be entitled to 14 Rights Equity Shares and will also be given a preferential
consideration for the Allotment of one additional Rights Equity Share if such Eligible Equity
Shareholder has applied for additional Rights Equity Shares, over and above his/her Rights
Entitlements, subject to availability of Rights Equity Shares in this Issue post allocation
towards Rights Entitlements applied for.
Further, the Eligible Equity Shareholders holding less than 3 (three) Equity Shares of face
value of ₹5 each as on Record Date shall have ‘zero’ entitlement in the Issue. Such Eligible
Equity Shareholders are entitled to apply for additional Equity Shares and will be given
preference in the allotment of one additional Equity Share if, such Eligible Equity Shareholders
apply for the additional Equity Shares. However, they cannot renounce the same in favour of
third parties and the application forms shall be non-negotiable.
188• Ranking
The Rights Equity Shares to be issued and Allotted pursuant to this Issue shall be subject to the
provisions of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter,
the Application Form, and the Memorandum of Association and the Articles of Association,
the provisions of the Companies Act, 2013, FEMA, the SEBI ICDR Regulations, the SEBI
Listing Regulations, and the guidelines, notifications and regulations issued by SEBI, the
Government of India and other statutory and regulatory authorities from time to time, the terms
of the Listing Agreements entered into by our Company with the Stock Exchanges and the
terms and conditions as stipulated in the Allotment advice. The Rights Equity Shares to be issued
and Allotted under this Issue, shall rank pari passu with the existing Equity Shares, in all
respects including dividends.
• Listing and trading of the Rights Equity Shares to be issued pursuant to this Issue
Subject to receipt of the listing and trading approvals, the Rights Equity Shares proposed to be
issued on a rights basis shall be listed and admitted for trading on the Stock Exchanges. Unless
otherwise permitted by the SEBI ICDR Regulations, the Rights Equity Shares Allotted
pursuant to this Issue will be listed as soon as practicable and all steps for completion of
necessary formalities for listing and commencement of trading in the Rights Equity Shares will
be taken within such period prescribed under the SEBI ICDR Regulations. Our Company has
received in-principle approval from the BSE through letter bearing reference number
LOD/RIGHT/HC/FIP/1889/2024-25 dated March 04, 2025 and from the NSE through letter
bearing reference number NSE/LIST/46058 dated March 07, 2025. Our Company will apply to
the Stock Exchanges for final approvals for the listing and trading of the Rights Equity Shares
subsequent to their Allotment. No assurance can be given regarding the active or sustained
trading in the Rights Equity Shares or the price at which the Rights Equity Shares offered under
this Issue will trade after the listing thereof.
For an applicable period, from the Call Record Date, the trading of the Rights Equity Shares
would be suspended under the applicable law. The process of corporate action for crediting the
fully paid-up Rights Equity Shares to the Investors’ demat accounts may take such time as is
customary or as prescribed under applicable law from the last date of payment of the amount
under the Call notice for the final Call.
The existing Equity Shares are listed and traded on BSE (Scrip Code:540901) and NSE
(Symbol: PRAXIS) under the ISIN: INE546Y01022. The Rights Equity Shares shall be
credited to a temporary ISIN which will be frozen until the receipt of the final listing/ trading
approvals from the Stock Exchanges. Upon receipt of such listing and trading approvals, the
Rights Equity Shares shall be debited from such temporary ISIN and credited to the new ISIN
for the Rights Equity Shares and thereafter be available for trading and the temporary ISIN shall
be permanently deactivated in the depository system of CDSL and NSDL.
The listing and trading of the Rights Equity Shares issued pursuant to this Issue shall be based
on the current regulatory framework then applicable. Accordingly, any change in the
regulatory regime would affect the listing and trading schedule.
In case our Company fails to obtain listing or trading permission from the Stock Exchanges,
our Company shall refund through verifiable means/unblock the respective ASBA Accounts,
the entire monies received/blocked within four days of receipt of intimation from the Stock
Exchanges, rejecting the application for listing of the Rights Equity Shares, and if any such
money is not refunded/ unblocked within fifteen days after our Company becomes liable to
repay it, our Company and every director of our Company who is an officer-in-default shall,
on and from the expiry of the fourth day, be jointly and severally liable to repay that money
with interest at rates prescribed under applicable law.
• Subscription to this Issue by our Promoter and members of our Promoter Group
For details of the intent and extent of subscription by our Promoter and members of our
Promoter Group, see “Capital Structure ” on page 71.
189• Rights of Holders of Equity Shares of our Company
Subject to applicable laws, Equity Shareholders who have been Allotted Rights Equity Shares
pursuant to the Issue shall have the following rights:
(a) The right to receive dividend, if declared;
(b) The right to receive surplus on liquidation;
(c) The right to receive offers for rights shares and be allotted bonus shares, if announced;
(d) The right to free transferability of Rights Equity Shares;
(e) The right to attend general meetings of our Company and exercise voting powers in
accordance with law, unless prohibited / restricted by law and as disclosed in this
Letter of Offer; and
(f) Such other rights as may be available to a shareholder of a listed public company
under the Companies Act, 2013, the Memorandum of Association and the Articles
of Association.
VII. GENERAL TERMS OF THE ISSUE
• Market Lot
The Equity Shares of our Company shall be tradable only in dematerialized form. The market
lot for Equity Shares in dematerialised mode is one Equity Share.
• Joint Holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be
deemed to hold the same as the joint holders with the benefit of survivorship subject to the
provisions contained in our Articles of Association. In case of Equity Shares held by joint
holders, the Application submitted in physical mode to the Designated Branch of the SCSBs
would be required to be signed by all the joint holders (in the same order as appearing in the
records of the Depository) to be considered as valid for allotment of Equity Shares offered in
this Issue.
• Nomination
Nomination facility is available in respect of the Equity Shares in accordance with the
provisions of the Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies
(Share Capital and Debenture) Rules, 2014.
Since the Allotment is in dematerialised form, there is no need to make a separate nomination
for the Equity Shares to be Allotted in this Issue. Nominations registered with the respective
DPs of the Investors would prevail. Any Investor holding Equity Shares in dematerialised
form and desirous of changing the existing nomination is requested to inform its Depository
Participant.
• Arrangements for Disposal of Odd Lots
The Equity Shares shall be traded in dematerialised form only and, therefore, the marketable
lot shall be one Equity Share and hence, no arrangements for disposal of odd lots are required.
• Restrictions on transfer and transmission of shares and on their consolidation/splitting
There are no restrictions on transfer and transmission and on their consolidation/splitting of
shares issued pursuant this Issue. However, the Investors should note that pursuant to the
provisions of the SEBI Listing Regulations, with effect from April 1, 2019, except in case of
transmission or transposition of securities, the request for transfer of securities shall not be
affected unless the securities are held in the dematerialized form with a depository.
190• Notices
Our Company will send through email and speed post, this Letter of Offer, Abridged Letter of
Offer, the Application Form, the Rights Entitlement Letter and other Issue material only to the
Eligible Equity Shareholders who have provided Indian address. In case such Eligible Equity
Shareholders have provided their valid e-mail address, this Letter of Offer, Abridged Letter of
Offer, the Application Form, the Rights Entitlement Letter and other Issue material will be sent
only to their valid e-mail address and in case such Eligible Equity Shareholders have not
provided their e-mail address, then this Letter of Offer, Abridged Letter of Offer, the
Application Form, the Rights Entitlement Letter and other Issue material will be physically
dispatched, on a reasonable effort basis, to the Indian addresses provided by them.
Further, this Letter of Offer will be sent/ dispatched to the Eligible Equity Shareholders who
have provided their Indian address and who have made a request in this regard.
All notices to the Eligible Equity Shareholders required to be given by our Company shall be
published in one English language national daily newspaper with wide circulation, one Hindi
language national daily newspaper with wide circulation and one Marathi language daily
newspaper with wide circulation (Marathi being the regional language of Mumbai where our
Registered Office is situated).
This Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be
submitted with the Stock Exchanges for making the same available on their websites.
• Offer to Non-Resident Eligible Equity Shareholders/Investors
As per Rule 7 of the FEMA Rules, RBI has given general permission to Indian companies to
issue rights equity shares to non-resident equity shareholders including additional rights equity
shares. Further, as per the Master Direction on Foreign Investment in India dated January 4,
2018 issued by RBI, non-residents may, amongst other things, (i) subscribe for additional shares
over and above their rights entitlements; (ii) renounce the shares offered to them either in full
or part thereof in favour of a person named by them; or (iii) apply for the shares renounced in
their favour. Applications received from NRIs and non-residents for allotment of Rights Equity
Shares shall be, amongst other things, subject to the conditions imposed from time to time by
RBI under FEMA in the matter of Application, refund of Application Money, Allotment of
Rights Equity Shares and issue of Rights Entitlement Letters/ letters of Allotment/Allotment
advice. If a non-resident or NRI Investor has specific approval from RBI or any other
governmental authority, in connection with his shareholding in our Company, such person
should enclose a copy of such approval with the Application details and send it to the Registrar
at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083,
Maharashtra, India. It will be the sole responsibility of the Investors to ensure that the
necessary approval from the RBI or the governmental authority is valid in order to make any
investment in the Issue and the Lead Manager and our Company will not be responsible for
any such allotments made by relying on such approvals.
This Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter and Application
Form shall be sent only to the Indian addresses of the non-resident Eligible Equity
Shareholders on a reasonable efforts basis, who have provided an Indian address to our
Company and located in jurisdictions where the offer and sale of the Rights Equity Shares may
be permitted under laws of such jurisdictions. Eligible Equity Shareholders can access this
Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that the
Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under
applicable securities laws) from the websites of the Registrar, our Company, the Lead Manager
and the Stock Exchanges. Further, Application Forms will be made available at Registered and
Corporate Office of our Company for the non-resident Indian Applicants. Our Board may
at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI
while approving the Allotment. The Rights Equity Shares purchased by non-residents shall be
subject to the same conditions including restrictions in regard to the repatriation as are
applicable to the original Equity Shares against which Rights Equity Shares are issued on rights
basis.
191In case of change of status of holders, i.e., from resident to non-resident, a new demat account
must be opened. Any Application from a demat account which does not reflect the accurate
status of the Applicant is liable to be rejected at the sole discretion of our Company and the
Lead Manager.
The non-resident Eligible Equity Shareholders can update their Indian address in the records
maintained by the Registrar to the Issue and our Company by submitting their respective copies
of self-attested proof of address, passport, etc. at investorrelations@praxisretail.in /
praxis.rights2025@in.mpms.mufg.com.
ALLOTMENT OF THE RIGHTS EQUITY SHARES IN DEMATERIALIZED FORM
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN
BE ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY
ACCOUNT IN WHICH OUR EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE
RECORD DATE. FOR DETAILS, SEE “ALLOTMENT ADVICE OR REFUND/ UNBLOCKING
OF ASBA ACCOUNTS” ON PAGE 193.
VIII. ISSUE SCHEDULE
LAST DATE FOR CREDIT OF RIGHTS ENTITLEMENTS Tuesday, August 5, 2025
ISSUE OPENING DATE Thursday, August 7, 2025
LAST DATE FOR MARKET RENUNCIATION OF RIGHTS Tuesday, August 12, 2025
ENTITLEMENTS #
ISSUE CLOSING DATE* Monday, August 18, 2025
FINALISATION OF BASIS OF ALLOTMENT (ON OR ABOUT) Friday, 22 August, 2025
DATE OF ALLOTMENT (ON OR ABOUT) Tuesday, 26 August, 2025
DATE OF CREDIT (ON OR ABOUT) Monday, 1 September, 2025
DATE OF LISTING (ON OR ABOUT) Friday, 5 September, 2025
# 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 the Rights Issue Committee will have the right to extend the Issue Period as it may determine from
time to time but not exceeding 30 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.
Please note that if Eligible Equity Shareholders holding Equity Shares in physical form as on Record
Date, have not provided the details of their demat accounts to our Company or to the Registrar, they are
required to provide their demat account details to our Company or the Registrar no later than two clear
Working Days prior to the Issue Closing Date, i.e. Monday, August 18, 2025, to enable the credit of the
Rights Entitlements by way of transfer from the demat suspense escrow account to their respective
demat accounts, at least one day before the Issue Closing Date, i.e., Monday, August 18, 2025. If demat
account details are not provided by the Eligible Equity Shareholders holding Equity Shares in physical
form to the Registrar or our Company by the date mentioned above, such Shareholders will not be allotted
any Rights Equity Shares, nor such Rights Equity Shares be kept in suspense account on behalf of such
shareholder in this regard. Such Eligible Equity Shareholders are also requested to ensure that their demat
account, details of which have been provided to our Company or the Registrar, is active to facilitate the
aforementioned transfer. Eligible Equity Shareholders holding Equity Shares in physical form can
update the details of their demat accounts on the website of the Registrar (i.e.,
www.in.mpms.mufg.com). Such Eligible Equity Shareholders can make an Application only after the
Rights Entitlements is credited to their respective demat accounts. Eligible Equity Shareholders can
obtain the details of their Rights Entitlements from the website of the Registrar (i.e.,
www.in.mpms.mufg.com) by entering their DP ID and Client ID or Folio Number (in case of Eligible
Equity Shareholders holding Equity Shares in physical form) and PAN. The link for the same shall also
be available on the website of our Company.
IX. BASIS OF ALLOTMENT
Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter, the Application Form, the Articles of Association and the approval of the Designated
192Stock Exchange, our Board will proceed to Allot the Rights Equity Shares in the following order of
priority:
(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights
Entitlements of Rights Equity Shares either in full or in part and also to the Renouncee(s) who
has or have applied for Rights Equity Shares renounced in their favour, in full or in part.
(b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible
Equity Shareholders with zero entitlement, would be given preference in allotment of one
Additional Rights Equity Share each if they apply for Additional Rights Equity Shares.
Allotment under this head shall be considered if there are any unsubscribed Rights Equity
Shares after allotment under (a) above. If number of Rights Equity Shares required for
Allotment under this head are more than the number of Rights Equity Shares available after
Allotment under (a) above, the Allotment would be made on a fair and equitable basis in
consultation with the Designated Stock Exchange and will not be a preferential allotment.
(c) Allotment to the Eligible Equity Shareholders who having applied for all the Rights Equity
Shares offered to them as part of this Issue, have also applied for Additional Rights Equity
Shares. The Allotment of such Additional Rights Equity Shares will be made as far as possible
on an equitable basis having due regard to the number of Equity Shares held by them on the
Record Date, provided there are any unsubscribed Rights Equity Shares after making full
Allotment in (a) and (b) above. The Allotment of such Rights Equity Shares will be at the sole
discretion of our Board in consultation with the Designated Stock Exchange, as a part of this
Issue and will not be a preferential allotment.
(d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their
favour, have applied for Additional Rights Equity Shares provided there is surplus available
after making full Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity
Shares will be made on a proportionate basis having due regard to the number of Rights
Entitlement held by them as on Issue Closing Date and in consultation with the Designated
Stock Exchange, as a part of this Issue and will not be a preferential allotment.
(e) Allotment to any other person, subject to applicable laws, that our Board may deem fit,
provided there is surplus available after making Allotment under (a), (b), (c) and (d) above,
and the decision of our Board in this regard shall be final and binding.
After taking into account Allotment to be made under (a) to (d) above, if there is any unsubscribed
portion, the same shall be deemed to be ‘unsubscribed’.
Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to
the Controlling Branches, a list of the Investors who have been allocated Rights Equity Shares in this
Issue, along with:
1. The amount to be transferred from the ASBA Account to the separate bank account opened by
our Company for this Issue, for each successful Application;
2. The date by which the funds referred to above, shall be transferred to the aforesaid bank
account; and
3. The details of rejected ASBA applications, if any, to enable the SCSBs to unblock the
respective ASBA Accounts.
4. Further, the list of Applicants eligible for refund with corresponding amount will also be shared
with Banker to the Issue to refund such Applicants.
X. ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS
Our Company will send/ dispatch Allotment advice, refund intimations, if applicable, or demat credit
of securities and/or letters of regret, only to the Eligible Equity Shareholders who have provided Indian
address; along with crediting the Allotted Rights Equity Shares to the respective beneficiary accounts
(only in dematerialised mode) or in Demat Suspense Account (in respect of Eligible Equity Shareholders
holding Equity Shares in physical form on the Allotment Date) or issue instructions for unblocking the
193funds in the respective ASBA Accounts, if any, within a period of 15 days from the Issue Closing Date.
In case of failure to do so, our Company and our Directors who are “officers in default” shall pay interest
at such other rate as specified under applicable law from the expiry of such 15 days’ period.
The Rights Entitlements will be credited in the dematerialized form using electronic credit under the
depository system and the Allotment advice shall be sent, through a mail, to the Indian mail address
provided to our Company or at the address recorded with the Depository.
In the case of non-resident Investors who remit their Application Money from funds held in the NRE
or the FCNR Accounts, unblocking refunds and/or payment of interest or dividend and other
disbursements, if any, shall be credited to such accounts.
Where an Applicant has applied for Additional Rights Equity Shares in the Issue and is Allotted a lesser
number of Rights Equity Shares than applied for, the excess Application Money paid/blocked shall be
refunded/unblocked. The unblocking of ASBA funds / refund of monies shall be completed be within
such period as prescribed under the SEBI ICDR Regulations. In the event that there is a delay in making
refunds beyond such period as prescribed under applicable law, our Company shall pay the requisite
interest at such rate as prescribed under applicable law.
Payment Terms
₹ 10/- per Rights Equity Share (including premium of ₹ 5/- per Rights Equity Share) shall be payable as
follows:
Due Date Face Value (₹) Premium (₹) Total (₹)
On Application 5/- 5/- 10/-
Separate ISIN for Rights Equity Shares
In addition to the present ISIN for the existing Equity Shares, our Company would obtain a separate
ISIN for the Rights Equity Shares for each Call, until fully paid-up. The Rights Equity Shares offered
under this Issue will be traded under a separate ISIN after each Call for the period as may be applicable
under the rules and regulations prior to the record date for the final Call Notice. The ISIN representing
the Rights Equity Shares will be terminated after the Call Record Date for the final Call. On payment of
the final Call Money in respect of the Rights Equity Shares, such Rights Equity Shares would be fully
paid-up and merged with the existing ISIN of our Equity Shares.
XI. PAYMENT OF REFUND
• Mode of making refunds
The payment of refund, if any, including in the event of oversubscription or failure to list or
otherwise would be done through any of the following modes.
(a) Unblocking amounts blocked using ASBA facility.
(b) NACH – National Automated Clearing House is a consolidated system of electronic
clearing service. Payment of refund would be done through NACH for Applicants
having an account at one of the centres specified by RBI, where such facility has been
made available. This would be subject to availability of complete bank account details
including a Magnetic Ink Character Recognition (“MICR”) code wherever applicable
from the depository. The payment of refund through NACH is mandatory for
Applicants having a bank account at any of the centres where NACH facility has been
made available by RBI (subject to availability of all information for crediting the
refund through NACH including the MICR code as appearing on a cheque leaf, from
the depositories), except where Applicant is otherwise disclosed as eligible to get
refunds through NEFT or Direct Credit or RTGS.
(c) National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be
undertaken through NEFT wherever the Investors’ bank has been assigned the Indian
Financial System Code (“IFSC Code”), which can be linked to a MICR, allotted to
194that particular bank branch. IFSC Code will be obtained from the website of RBI as
on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the Investors have registered their nine digit MICR number and
their bank account number with the Registrar to our Company or with the Depository
Participant while opening and operating the demat account, the same will be duly
mapped with the IFSC Code of that particular bank branch and the payment of refund
will be made to the Investors through this method.
(d) Direct Credit – Investors having bank accounts with the Bankers to the Issue shall
be eligible to receive refunds through direct credit. Charges, if any, levied by the
relevant bank(s) for the same would be borne by our Company.
(e) RTGS – If the refund amount exceeds ₹2,00,000, the Investors have the option to
receive refund through RTGS. Such eligible Investors who indicate their preference
to receive refund through RTGS are required to provide the IFSC Code in the
Application Form. In the event the same is not provided, refund shall be made through
NACH or any other eligible mode. Charges, if any, levied by the Investor’s bank
receiving the credit would be borne by the Investor.
(f) For all other Investors, the refund orders will be dispatched through speed post or
registered post subject to applicable laws. Such refunds will be made by cheques, pay
orders or demand drafts drawn in favour of the sole/first Investor and payable at par.
(g) Credit of refunds to Investors in any other electronic manner, permissible by SEBI
from time to time.
Refund payment to non-residents
The Application Money will be unblocked in the ASBA Account of the non-resident
Applicants, details of which were provided in the Application Form.
XII. ALLOTMENT ADVICE OR DEMAT CREDIT OF SECURITIES
The demat credit of securities to the respective beneficiary accounts will be credited within 15 days
from the Issue Closing Date or such other timeline in accordance with applicable laws.
• Receipt of the Rights Equity Shares in Dematerialized Form
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS
ISSUE CAN BE ALLOTTED ONLY IN DEMATERIALIZED FORM AND TO (A)
THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN WHICH THE
EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE, OR
(B) THE DEPOSITORY ACCOUNT, DETAILS OF WHICH HAVE BEEN
PROVIDED TO OUR COMPANY OR THE REGISTRAR AT LEAST TWO CLEAR
WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE ELIGIBLE
EQUITY SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS
ON THE RECORD DATE.
Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form. Our
Company has signed two agreements with the respective Depositories and the Registrar to the
Issue, which enables the Investors to hold and trade in the securities issued by our Company
in a dematerialized form, instead of holding the Equity Shares in the form of physical
certificates:
a) Tripartite agreement dated October 12, 2017, amongst our Company, NSDL and the
Registrar to the Issue; and
b) Tripartite agreement dated October 11, 2017, amongst our Company, CDSL and the
Registrar to the Issue.
INVESTORS MAY PLEASE NOTE THAT THE RIGHTS EQUITY SHARES CAN BE
195TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM.
The procedure for availing the facility for Allotment of Rights Equity Shares in this Issue in the
dematerialised form is as under:
1. Open a beneficiary account with any depository participant (care should be taken that
the beneficiary account should carry the name of the holder in the same manner as is
registered in the records of our Company. In the case of joint holding, the beneficiary
account should be opened carrying the names of the holders in the same order as
registered in the records of our Company). In case of Investors having various folios
in our Company with different joint holders, the Investors will have to open separate
accounts for such holdings. Those Investors who have already opened such
beneficiary account(s) need not adhere to this step.
2. It should be ensured that the depository account is in the name(s) of the Investors and
the names are in the same order as in the records of our Company or the Depositories.
3. The responsibility for correctness of information filled in the Application Form vis-
a-vis such information with the Investor’s depository participant, would rest with the
Investor. Investors should ensure that the names of the Investors and the order in which
they appear in Application Form should be the same as registered with the Investor’s
depository participant.
4. If incomplete or incorrect beneficiary account details are given in the Application
Form, the Investor will not get any Rights Equity Shares and the Application Form
will be rejected.
5. The Rights Equity Shares will be allotted to Applicants only in dematerialized form
and would be directly credited to the beneficiary account as given in the Application
Form after verification. Allotment advice, refund order (if any) would be sent through
physical dispatch, by the Registrar but the Applicant’s depository participant will
provide to him the confirmation of the credit of such Rights Equity Shares to the
Applicant’s depository account.
6. Non-transferable Allotment advice/ refund intimation will be directly sent to the
Investors by the Registrar, on their registered email address or through physical
dispatch.
7. Renouncees will also have to provide the necessary details about their beneficiary
account for Allotment of Rights Equity Shares in this Issue. In case these details are
incomplete or incorrect, the Application is liable to be rejected.
8. Dividend or other benefits with respect to the Equity Shares held in dematerialized
form would be paid to those Equity Shareholders whose names appear in the list of
beneficial owners given by the Depository Participant to our Company as on the date
of the book closure.
9. Eligible Equity Shareholders holding Equity Shares in physical form as on Record
Date, and who have not provided the details of their demat accounts to our Company
or to the Registrar at least two clear Working Days prior to the Issue Closing Date,
shall not be able to apply in this Issue.
XIII. IMPERSONATION
Attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013 which is reproduced below:
“Any person who –
a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
b) makes or abets making of multiple applications to a company in different names or in different
196combinations of his name or surname for acquiring or subscribing for its securities; or
c) otherwise induces directly or indirectly a company to allot, or register any transfer of,
securities to him, or to any other person in a fictitious name, shall be liable for action under
Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of
at least ₹0.10 crore or 1% of the turnover of the company, whichever is lower, includes imprisonment for
a term which shall not be less than six months extending up to 10 years and fine of an amount not less
than the amount involved in the fraud, extending up to three times such amount (provided that where the
fraud involves public interest, such term shall not be less than three years.) Further, where the fraud
involves an amount less than ₹0.10 crore or one per cent of the turnover of the company, whichever is
lower, and does not involve public interest, any person guilty of such fraud shall be punishable with
imprisonment for a term which may extend to five years or with fine which may extend to ₹0.50 crore or
with both.
XIV. UTILISATION OF ISSUE PROCEEDS
Our Board declares that:
A. All monies received out of this Issue shall be transferred to a separate bank account;
B. Details of all monies utilized out of this Issue referred to under (A) above shall be disclosed,
and continue to be disclosed till the time any part of the Issue Proceeds remains unutilised, under
an appropriate separate head in the balance sheet of our Company indicating the purpose for
which such monies have been utilised; and
C. Details of all unutilized monies out of this Issue referred to under (A) above, if any, shall be
disclosed under an appropriate separate head in the balance sheet of our Company indicating the
form in which such unutilized monies have been invested.
XV. UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
1) The complaints received in respect of this Issue shall be attended to by our Company
expeditiously and satisfactorily.
2) All steps for completion of the necessary formalities for listing and commencement of trading
at all Stock Exchanges where the Equity Shares are to be listed will be taken by our Board
within the time limit specified by SEBI.
3) The funds required for making refunds / unblocking to unsuccessful Applicants as per the
mode(s) disclosed shall be made available to the Registrar by our Company.
4) Where refunds are made through electronic transfer of funds, a suitable communication shall
be sent to the Investor within 15 days of the Issue Closing Date, giving details of the banks
where refunds shall be credited along with amount and expected date of electronic credit of
refund.
5) In case of refund / unblocking of the Application Money for unsuccessful Applicants or part of
the Application Money in case of proportionate Allotment, a suitable communication shall be
sent to the Applicants.
6) No further issue of securities shall be made till the securities offered through this Letter of Offer
are listed or till the application monies are refunded on account of non-listing, under
subscription, etc., other than as disclosed in accordance with Regulation 97 of SEBI ICDR
Regulations.
7) Adequate arrangements shall be made to collect all ASBA Applications.
8) As on date, our Company does not have any convertible debt instruments.
1979) Our Company shall comply with such disclosure and accounting norms specified by SEBI from
time to time.
XVI. INVESTOR GRIEVANCES, COMMUNICATION AND IMPORTANT LINKS
1. Please read this Letter of Offer carefully before taking any action. The instructions contained
in the Application Form, Abridged Letter of Offer and the Rights Entitlement Letter are an
integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise
the Application is liable to be rejected.
2. All enquiries in connection with this Letter of Offer, Abridged Letter of Offer, Application
Form or Rights Entitlement Letter must be addressed (quoting the registered folio number in
case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record
Date or the DP ID and Client ID number, the Application Form number and the name of the
first Eligible Equity Shareholder as mentioned on the Application Form and superscribed
“Praxis Home Retail Limited– Rights Issue” on the envelope and postmarked in India) to the
Registrar at the following address:
MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
C-101, 1st Floor, 247 Park LBS Marg,
Vikhroli (West) Mumbai 400 083
Maharashtra, India
Tel: +91 81081 14949
E-mail: praxis.rights2025@in.mpms.mufg.com
Investor grievance ID: praxis.rights2025@in.mpms.mufg.com
Contact person: Shanti Gopalkrishnan
Website: www.in.mpms.mufg.com
SEBI Registration No.: INR000004058
3. In accordance with SEBI ICDR Master Circular, frequently asked questions and online/
electronic dedicated investor helpdesk for guidance on the Application process and resolution
of difficulties faced by the Investors will be available on the website of the Registrar
(www.in.mpms.mufg.com). Further, helpline number provided by the Registrar for guidance
on the Application process and resolution of difficulties is +91 81081 14949.
4. The Investors can visit following links for the below-mentioned purposes:
a) Frequently asked questions and online/ electronic dedicated investor helpdesk for
guidance on the Application process and resolution of difficulties faced by the
Investors: https://web.in.mpms.mufg.com/;
b) Updation of Indian address/ e-mail address/ phone or mobile number in the records
maintained by the Registrar or our Company: www.in.mpms.mufg.com;
c) Updation of demat account details by Eligible Equity Shareholders holding shares in
physical form:
https://web.in.mpms.mufg.com/RIssue/RIssue_Register.aspx?ReqType=dpid;
d) Submission of self-attested PAN, client master sheet and demat account details by
non- resident Eligible Equity Shareholders: praxis.rights2025@ in.mpms.mufg.com.
This Issue will remain open for a minimum seven days. However, our Board or the Rights
Issue Committee will have the right to extend the Issue Period as it may determine from time to
time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Closing
Date).
198SECTION VIII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following material documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company or entered into more than two years prior to the date of this Letter of Offer)
which are or may be deemed material have been entered or are to be entered into by our Company. Copies of
these contracts and also the documents for inspection would be available at the registered office of the Company
between 10 a.m. and 5 p.m. on all working days and will also be available on the website of our Company from
the date of this Letter of Offer until the Issue Closing Date.
A. Material Contracts for the Issue
1. Issue Agreement dated December 13, 2024, between our Company and the Lead Managers.
2. Registrar Agreement dated December 5, 2024, between our Company and the Registrar to the Issue.
3. Banker to the Issue Agreement dated March 13, 2025, amongst our Company, the Lead Managers, the
Registrar to the Issue and the Banker to the Issue.
B. Material Documents in Relation to the Issue
1. Certified copies of the updated Memorandum of Association and Articles of Association of our Company.
2. Certificate of incorporation dated January 31, 2011, and fresh certificate of incorporation consequent upon
last change of name dated June 21, 2017.
3. Scheme of Arrangement between Future Retail Limited or Bluerock eServices Private Limited and Praxis
Home Retail Limited and their respective Shareholders and creditors - under Sections 230 to 232 read with
Section 66 of the Companies Act, 2013, as amended and duly sanctioned by Mumbai bench of National
Company Law Tribunal on November 10, 2017.
4. Order dated November 10, 2017, of the National Company Law Tribunal approving the Scheme, effective
from November 20, 2017.
5. Information Memorandum dated January 29, 2018, for listing of 2,46,33,208 equity shares of ₹5 each of the
Company.
6. Industry report titled “India Home Furniture Market 2024-2029” report dated September 10, 2024, prepared
by Mordor Intelligence Private Limited.
7. Copy of Audited Financial Statements for the Fiscal 2025.
8. Copies of annual report of our Company for Fiscals 2024, 2023 and 2022.
9. Resolution of our Board dated November 11, 2024, approving the Issue.
10. Appointment letter dated November 11, 2024, in respect of appointment of Ashish Bhutda as the CEO &
Whole-time Director.
11. Resolution of our Committee of Directors dated March 13, 2025, finalizing the terms of the Issue including
Issue Price, Record Date and the Rights Entitlement Ratio.
12. Order of the NCLT, Mumbai bench dated September 24, 2024, in CP(IB) No.1111/MB/2022 and CP(IB)
No.1113/MB/2024 admitting FCRPL into corporate insolvency resolution proceedings;
13. Consents of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
Auditor, Independent Auditors, Lead Managers, Banker to the Company, Banker to the Issue, Legal Advisor
to the Issue, Mordor Intelligence for Industry report and the Registrar to the Issue for inclusion of their names
in this Letter of Offer to act in their respective capacities.
19914. The audit report dated May 12, 2025, of the Statutory Auditors along with the Audited Financial Statements
for the year ended March 31, 2025, included in this Letter of Offer.
15. Statement of Special Tax Benefits dated July 30, 2025, from the Independent Chartered Accountants M/s
DMKH & Co., Chartered Accountants.
16. Tripartite Agreement dated October 12, 2017, between our Company, NSDL and the Registrar to the Issue.
17. Tripartite Agreement dated October 11, 2017, between our Company, CDSL and Registrar to the Issue.
18. In-principle approval issued by the BSE dated March 4, 2025, and the NSE dated March 7, 2025.
19. Due diligence certificate dated July 30, 2025, addressed to SEBI from the Lead Managers.
20. Letter dated June 09, 2024, from Mr. Kishore Biyani, expressing his intention to reclassify himself from the
“Promoter Group” category to the “Public” category, along with other persons and entities acting in concert
with him, subject to requisite compliances;
21. Confirmation letter dated July 11, 2025, from Future Corporate Resources Private Limited, issued by its
resolution professional, confirming the request made by Mr. Kishore Biyani for reclassification of his
shareholding from the “Promoter” category to the “Public” category, along with persons and entities acting
in concert with him, subject to requisite compliances.
Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if
so required in the interest of our Company or if required by the other parties, without notice to the Eligible Equity
Shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
200DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with.
I further certify that all disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
__________________________
Ashish Bhutda
CEO & Whole-time Director
Date: July 30, 2025
Place: Mumbai
201DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with.
I further certify that all disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Lynette Robert Monteiro
Non-Executive Non-Independent Director
Date: July 30, 2025
Place: Gurgaon
202DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with.
I further certify that all disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
__________________________
Jacob Mathew
Chairperson Independent Director
Date: July 30, 2025
Place: Bangalore
203DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with.
I further certify that all disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
__________________________
Anou Singhvi
Non-Executive Independent Director
Date: July 30, 2025
Place: Mumbai
204DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with.
I further certify that all disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Vijai Singh Dugar
Non-Executive Independent Director
Date: July 30, 2025
Place: Mumbai
205DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with.
I further certify that all disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_________________________
Samson Samuel
Non-Executive Non-Independent Director
Date: July 30, 2025
Place: Thane
206DECLARATION
I hereby declare that no statement made in this Letter of Offer contravenes any of the provisions of the Companies
Act, 2013 and the rules made thereunder. I further certify that all the legal requirements connected with the Issue
as also the guidelines, instructions, etc., issued by SEBI, Government of India and any other competent authority
in this behalf, have been duly complied with. I further certify that all disclosures made in this Letter of Offer are
true and correct
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_________________________
Vikash Kabra
Chief Financial Officer
Date: July 30, 2025
Place: Mumbai
207