INFORMATION MEMORANDUM PRAXIS HOME …

1 INFORMATION MEMORANDUM PRAXIS home retail imited (Formerly known as PRAXIS home retail Private Limited) This INFORMATION MEMORANDUM is for general INFORMATION purposes only and is not intended to be an offer or invitation to subscribe to any securities and is not a prospectus, a statement in lieu of prospectus, an offering circular, offering MEMORANDUM , placement MEMORANDUM , or an offering document (by whatever name called) within the meaning of the Companies Act, 2013 and the rules notified thereunder, or under any other applicable law.

2 Our Company was originally incorporated on January 31, 2011 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.

3 For further details of change in name and Registered Office of our Company, please see the section entitled History of our Company and Certain Corporate Matters on page 76. Registered Office: iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjumarg (East), Mumbai 400 042 Contact Person: Smita Chowdhury, Company Secretary and Compliance Officer Tel: +91 22 7106 8031; Fax: +91 22 7106 8032; Website: Email: Corporate Identity Number: U52100MH2011 PLC212866 INFORMATION MEMORANDUM FOR LISTING OF 2,46,33,208 EQUITY SHARES OF 5 EACH (THE EQUITY SHARES ) NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM OUR PROMOTERS.

4 KISHORE BIYANI AND SUHANI TRADING & INVESTMENT CONSULTANTS PRIVATE LIMITED GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and our Company cannot assure you that there would be no volatility in the price of the Equity Shares allotted to you. You are advised to read the risk factors carefully and must rely on your own examination of our Company, including the risks involved. ABSOLUTE RESPONSIBILITY OF OUR COMPANY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this INFORMATION MEMORANDUM contains all INFORMATION with regard to our Company and allotment of Equity Shares, which is material, that the INFORMATION contained in this INFORMATION MEMORANDUM is true and correct in all material aspects and is not misleading in any material respect.

5 That the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this INFORMATION MEMORANDUM as a whole or any such INFORMATION or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of our Company are proposed to be listed on BSE Limited ( BSE ) and the National Stock Exchange of India Limited ( NSE ). For the purposes of this listing, the Designated Stock Exchange is BSE. Our Company has submitted this INFORMATION MEMORANDUM to BSE and NSE and the same has been made available on our Company s website This INFORMATION MEMORANDUM would also be made available on the website of BSE ( ) and NSE ( ).

6 REGISTRAR Link Intime (India) Private Limited C 101, 247 Park, , Vikhroli (West), Mumbai 400 083 Tel: +91 22 4918 6000 Fax: +91 22 4918 6060 Contact Person: Suman Shetty E-mail: Website: SEBI Registration Number: INR000004058 (i) TABLE OF CONTENTS SECTION I GENERAL .. 1 DEFINITIONS AND ABBREVIATIONS .. 1 FORWARD LOOKING STATEMENTS .. 5 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL AND MARKET DATA .. 6 SECTION II RISK 7 RISK FACTORS .. 7 SECTION III INTRODUCTION .. 22 SUMMARY OF INDUSTRY.

7 22 SUMMARY OF OUR BUSINESS .. 23 SUMMARY OF FINANCIAL INFORMATION .. 28 GENERAL INFORMATION .. 41 CAPITAL STRUCTURE .. 45 STATEMENT OF POSSIBLE TAX BENEFITS .. 55 SECTION IV - ABOUT US .. 63 INDUSTRY OVERVIEW .. 63 OUR BUSINESS .. 68 REGULATIONS AND POLICIES .. 74 HISTORY OF OUR COMPANY AND CERTAIN CORPORATE MATTERS .. 76 OUR MANAGEMENT .. 82 PROMOTERS AND PROMOTER GROUP .. 91 GROUP COMPANIES .. 98 RELATED PARTY TRANSACTIONS .. 110 DIVIDEND POLICY .. 111 SECTION V FINANCIAL INFORMATION .. 112 FINANCIAL INFORMATION OF OUR 112 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

8 146 SECTION VI - LEGAL AND OTHER INFORMATION .. 148 OUTSANDING LITIGATION AND MATERIAL DEVELOPMENTS .. 148 GOVERNMENT APPROVALS AND LICENSES .. 158 SECTION VII REGULATORY AND STATUTORY DISCLOSURES .. 159 SECTION VIII: OTHER 164 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY .. 164 SECTION VIII OTHER INFORMATION .. 185 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .. 185 DECLARATION .. 186 1 SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS This INFORMATION MEMORANDUM uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below.

9 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 INFORMATION MEMORANDUM , but not defined herein shall have the meaning ascribed to such terms under the Securities and Exchange Board of India (Issue and Disclosure of Capital Requirements) Regulations, 2009, the Companies Act (as defined below), the Securities (Contracts) Regulation Act, 1956, the Depositories Act 1996, and the rules and regulations made thereunder.

10 Notwithstanding the foregoing, the terms not defined but used in the sections entitled Statement of Tax Benefits , Financial INFORMATION of our Company , Outstanding Litigation and Material Developments and Main Provisions of Articles of Association of the Company on pages 55, 148 and 164 respectively, shall have the meanings ascribed to such terms in those respective sections. General Terms Terms Description our Company , the Company , or PRAXIS home retail or PHRL or PRAXIS home retail Limited PRAXIS home retail Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at iThink Techno Campus, Jolly Board Tower D, Ground Floor, Kanjumarg (East)