Praxis Home Retail Limited

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 [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 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.

[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 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