Sheela Foam Limited — Proxy Solicitation & Information Statement 2025

Mar 25, 2025

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Date: March 25, 2025

The BSE Limited The National Stock Exchange India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street, Mumbai-400001 Bandra(E), Mumbai-400051 Scrip Code: 540203 NSE Symbol: SFL

Re: Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Sub: Notice to the Equity Shareholders of Sheela Foam Limited (“the Company”) as per the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”)

Dear Sir/Madam,

Pursuant to the provisions of Regulation 30 read with clause 12, Para A of Part A of Schedule III of the SEBI Listing Regulations, this is to inform that in terms of the Hon’ble NCLT Order dated March 12, 2025 in the matter of Company Scheme Application No. C.A (CAA)34(MB)/2025, following meeting is scheduled to be held for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement between Belvedore International Limited (“BIL” or “Transferor Company 1”), Kanvas Concepts Private Limited (“KCPL” or “Transferor Company 2”), Kurlon Retail Limited (“KRL” or “Transferor Company 3”), Komfort Universe Products And Services Limited (“KUPSL” or “Transferor Company 4”), Starship Value Chain and Manufacturing Private Limited (“SVCMPL” or “Transferor Company 5”), Kurlon Enterprise Limited (“KEL” or “Transferee Company” or “Amalgamating Company”) and Sheela Foam Limited (“SFL” or “Amalgamated Company” or “Company”) and their respective shareholders and creditors (the "Scheme"):

		Date of		Commencement	End of	Cut-off date
S. No	Meeting		Time	of remote e-	remote e-
		meeting				for e-voting
				voting	voting
1.	Equity shareholders	28.04.2025	04:00 PM	24.04.2025	27.04.2025	21.04.2025

SHEELA FOAM LTD.

14, Sleepwell Tower , Sector 135, Noida- 201301 Ph: Int-91-120-4868400 •Email: contactus@sheelafoam.com Regd. Office: 1002 to 1006 The Avenue International Airport Road, Opp Hotel Leela Sahar, Andheri East, Mumbai, Maharashtra, India, 400059 • Ph: Int-91-22-28265686/88/89 Toll Free: 1800 103 6664 • www.sleepwellproducts.com • www.sheelafoam.com

CIN- L74899MH1971PLC427835

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The Notice of meeting has been sent on March 25, 2025 to the equity shareholders whose names appear in the register of members/list of beneficial owners maintained by the Depositories as on March 21, 2025 in terms of the NCLT Order.

The Notice has been sent through e-mail to the equity shareholders whose e-mail IDs are registered with the Company.

The said Notice of meeting is also available on the Company’s website www.sheelafoam.com , websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Company has provided the remote e-voting facility (prior to the Meeting) and e-voting/ InstaPoll (during the Meeting) to all its equity shareholders and has engaged the services of National Securities Depository Limited (“NSDL”) to provide the said e-voting facility.

We request you to take the above on record

Thanking you, Yours faithfully,

For Sheela Foam Limited

Digitally signed by MD IQUEBAL MD IQUEBAL AHMAD AHMAD Date: 2025.03.25 21:30:41 +05'30'

Md. Iquebal Ahmad Company Secretary ACS – A20921

Enclosed:

1. Notice of shareholders meeting

SHEELA FOAM LTD.

14, Sleepwell Tower , Sector 135, Noida- 201301 Ph: Int-91-120-4868400 •Email: contactus@sheelafoam.com Regd. Office: 1002 to 1006 The Avenue International Airport Road, Opp Hotel Leela Sahar, Andheri East, Mumbai, Maharashtra, India, 400059 • Ph: Int-91-22-28265686/88/89 Toll Free: 1800 103 6664 • www.sleepwellproducts.com • www.sheelafoam.com CIN- L74899MH1971PLC427835

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Sheela Foam Limited (CIN: L74899MH1971PLC427835)

Registered Office: 1002 TO 1006 The Avenue International Airport Road, Opp Hotel Leela Sahar, Marol Naka, Mumbai, Mumbai, Maharashtra, India, 400059 Corporate Office: 14, Sector-135, Noida 201301, Uttar Pradesh Email: investorrelation@sheelafoam.com Phone: + 91 22 2826 5686/ +91 120 4868400

_______________ NOTICE OF MEETING OF EQUITY SHARESHOLDERS OF SHEELA FOAM LIMITED

(being convened pursuant to the order dated 12.03.2025 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench – [“NCLT”])

	Meeting details:
Day	Monday
Date	April 28, 2025
Time	04:00 PM
Mode	VIDEO CONFERENCE (VC)/OTHER AUDIO-VISUAL MEANS (OAVM)
	E-voting details:
Start date & time	24th April, 2025 at 10:00 AM IST
End date & time	27th April, 2025 at 05:00 PM IST

Page 1 of 63

INDEX

Sr. No.	Contents	Page No(s)
1.	Notice convening the meeting of the Equity Shareholders of Sheela Foam Limited under the provisions of section 230-232 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamation)Rules,2016	5 – 22
2.	Explanatory Statement under sections 230 and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016	23 – 63
3.	Annexure 1: Scheme of Amalgamation (Scheme) amongst Belvedore International Limited (Transferor/ Applicant Company No. 1), Kanvas Concepts Private Limited (Transferor/ Applicant Company No. 2), Kurlon Retail Limited (Transferor/ Applicant Company No. 3), Komfort Universe Products and Services Limited (Transferor/ Applicant Company No. 4), Starship Value Chain and Manufacturing Private Limited (Transferor/ Applicant Company No. 5), (collectively hereinafter referred to as the “Transferor Companies”), respectively into Kurlon Enterprise Limited (hereinafter referred to as the “Transferee /Amalgamating /Applicant Company No. 6”) with and into Sheela Foam Limited (“Amalgamated /Applicant Company No.7”) and their respective shareholders and creditors	64 – 121
4.	Annexure 2: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.1 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024.	122 – 169
5.	Annexure 3: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.2 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024	170 – 204
6.	Annexure 4: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.3 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024	205 – 263

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7.	Annexure 5: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.4 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024	264 – 306
8.	Annexure 6: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.5 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024	307 – 347
9.	Annexure 7: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.6 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024	348 – 429
10.	Annexure 8: Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.7 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024	430 – 541
11.	Annexure 9: Copy of valuation of Shares and Exchange Ratio by Arunesh Kumar Dubey, a Registered valuer under the Companies Act, 2013 having registration no. IBBI/RV/03/2020/12786.	542 – 564
12.	Annexure 10: Copy of Fairness Opinion on Valuation Report obtained on Shares and Exchange Ratio issued by M/s Navigant Corporate Advisors Limited, SEBI registered Merchant BankingRegistration Number – INM000012243.	565 – 574
13.	Annexure 11: Copy of the observation letter from the BSE and NSE on November 25, 2024 and November 26, 2024, respectively (the “Observation Letters”) conveying their no-objection to the Scheme received bythe Amalgamated Company.	575 – 583
14.	Annexure 12: Pre-amalgamation and post-amalgamation shareholding pattern of the Amalgamated/Applicant CompanyNo. 7.	584 – 607
15.	Annexure 13: Abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution pertaining to the Unlisted Companies.	608 – 662

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16.	Annexure 14: CA certified of details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre andpost scheme of arrangement.	663 – 664
17.	Annexure 15: CA certificate of Latest Net Worth along with statement of assets and liabilities of all the companies involved in the scheme of arrangement for both pre and post the scheme of arrangement.	665 – 679
18.	Annexure 16: CA certificate of comparison of revenue and net worth of transferor companies with the total revenue and net worth of the Amalgamated Company for last three financialyears.	680 – 682
19.	Annexure 17: Justification for “appointed date” significantly ante-dated beyond a year from the date of filing with NCLT, and how the same is in the interest of public shareholders in terms of General Circular 09/2019 (F. No. 7/12/2019/CL-I), issued byMinistryof Corporate Affairs.	683 – 685
20.	Annexure 18: A separate note in respect of details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Applicant Companies and its promoters and directorspursuant to the advices bySEBI.	686 – 693

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars and Annexure- 1 to Annexure-18 (page nos. 64 to 693) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

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FORM NO. CAA 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT MUMBAI COMPANY APPLICATION NO._____ OF 2024

IN THE MATTER OF THE COMPANIES ACT, 2013 UNDER SECTION 230-232 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BY AND BETWEEN

Belvedore International Limited ( Transferor/ Applicant Company No. 1), Kanvas Concepts Private Limited ( Transferor/ Applicant Company No. 2), Kurlon Retail Limited ( Transferor/ Applicant Company No. 3), Komfort Universe Products and Services Limited ( Transferor/ Applicant Company No. 4), Starship Value Chain and Manufacturing Private Limited (Transferor/ Applicant Company No. 5), (collectively hereinafter referred to as the “Transferor Companies”), respectively into Kurlon Enterprise Limited (hereinafter referred to as the “Transferee /Amalgamating /Applicant Company No. 6”) with and into Sheela Foam Limited (“Amalgamated /Applicant Company No.7”) and their respective shareholders and creditors

SHEELA FOAM LIMITED

A company incorporated under the provisions of Companies Act, 1956. Through its Authorized Representative: Md. Iquebal Ahmad

Registered Office : 1002 to 1006,

The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 CIN : L74899MH1971PLC427835 Email ID : investorrelation@sheelafoam.com

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…..AMALGAMATED /APPLICANT COMPANY NO.7

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF SHEELA FOAM LIMITED

(being convened pursuant to the order dated 12.03.2025 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench – [NCLT])

To,

The Equity Shareholder(s) of Sheela Foam Limited (“AMALGAMATED /APPLICANT COMPANY NO. 7”)

NOTICE is hereby given that the Hon’ble National Company Law Tribunal, Mumbai Bench, (the “ NCLT ”), by an order dated 12.03.2025, (the “ NCLT Order ”), has directed convening of a meeting of the equity shareholders of Sheela Foam Limited (the “Company”/ “Amalgamated /Applicant Company No. 7”) for the purpose of considering, and if thought fit, approving the Draft Composite Scheme of Arrangement of (i) Amalgamation of Belvedore International Limited, Kanvas Concepts Private Limited, Kurlon Retail Limited, Komfort Universe Products and Services Limited, Starship Value Chain and Manufacturing Private Limited (collectively hereinafter referred to as the “ Transferor Companies ”), respectively into Kurlon Enterprise Limited (hereinafter referred to as the “ Transferee /Amalgamating /Applicant Company No. 6 ”), (ii) Amalgamation of Kurlon Enterprise Limited with Sheela Foam Limited (hereinafter referred to as the “ Amalgamated/Applicant Company No.7 ”) and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) pursuant to Sections 230 to 232 of the Companies Act, 2013 (the “ Act”) read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (the “CAA Rules”) and other applicable provisions of the Act and the CAA Rules and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India.

In pursuance of the said NCLT Order and as directed therein, further notice is hereby given that a meeting of the equity shareholders of the Amalgamated/Applicant Company No.7 will be held on Monday, April 28, 2025 at 04:00 pm IST Through video conferencing (“ VC ”) or Other Audio Visual Means (“ OAVM ”) (hereinafter referred to as the “ Meeting ”), and the equity shareholders are hereby requested to attend the Meeting to transact the following business:

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TO CONSIDER AND IF THOUGHT FIT, APPROVE WITH OR WITHOUT MODIFICATION(S), TO PASS, THE FOLLOWING RESOLUTION FOR APPROVAL OF THE SCHEME:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “SEBI Listing Regulations”), SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (the “SEBI Master Circular”) as amended from time to time, the Memorandum and Articles of Association of the Company, any other applicable provisions of any other law for the time being in force, the approval/no adverse remark in the Observation Letters issued by Bombay Stock Exchange (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) on November 25, 2024 and November 26, 2024, respectively and subject to approval of National Company Law Tribunal, Mumbai Bench, (the “ NCLT ”), and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), and subject to such approvals, consents, permissions and sanctions, as may be applicable and required, the Scheme, draft of which was circulated to the members along with the Notice, be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the Scheme and to take decision regarding accepting such modifications, amendments, limitations and/or conditions, if any, which may be required and/ or imposed by the NCLT while approving the Scheme or by any regulatory or other authorities; to do all acts as may be required for the purpose of resolving any questions or doubts or difficulties that may arise or meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, including passing of such accounting entries and/or making such adjustments in the books of accounts as may be considered necessary or any matter(s) as may be considered ancillary and/or incidental in giving effect to the Scheme.”

The Hon’ble NCLT has appointed undersigned as Chairperson for the Meeting and Mr. Rahul Anand Drolia as the Scrutinizer for the Meeting.

The Scheme shall be considered as approved by the equity shareholders of Amalgamated Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders by remote e-voting and by e- voting, taken together, in terms of the provisions of Sections 230 - 232 of the Act. Further, the Scheme once approved by the equity shareholders as aforesaid, will be subject to the subsequent approval of the NCLT.

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Further, in terms of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (which rescinded the erstwhile SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021) (the “SEBI Master Circular”), the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders (through remote e-voting and e-voting) in favour of the aforesaid resolution for approval of the Scheme is more than the number of votes cast by the Public Shareholders against it.

A copy each of the Notice including Scheme and other relevant documents under Section 230 of the Act can be obtained free of charge from the Registered Office of the Amalgamated Company at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 or can be downloaded from the Company's website under the link www.sheelafoam.com

The Scrutiniser will, immediately after the conclusion of e-voting at the Meeting, first count the votes cast at the Meeting, thereafter unblock votes cast through remote e-voting in presence of two witnesses not in employment of the Company, a Scrutiniser’s Report (of total votes cast in favour or against, invalid votes, if any) and submit the said report to the Chairperson of the Meeting. The Scrutiniser will also submit a separate report with regard to the result of the remote e-voting and e-voting in respect of the Public Shareholders. The Scrutinizer’s decision on the validity of the votes cast shall be final.

The result of e-voting will be declared on or before 30th April, 2025 at 04:00 PM, and the same, along with the Scrutiniser’s Report, will be displayed on the website of the Amalgamated Company at www.sheelafoam.com; websites of the BSE at www.bseindia.com and the NSE at www.nseindia.com; and on the website of e-voting agency, National Securities Depositary Limited (the “NSDL”) at www.evoting.nsdl.com. The result shall be reported to the NCLT by the Chairperson within 30 (Thirty) days of conclusion of Meeting, as per Rule 14 of the CAA Rules and as directed in the NCLT Order.

The copy of the Scheme along with the statement under Sections 230, 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the CAA Rules, and the documents as stated in the index (collectively referred as “ Annexures ”) are enclosed herewith. In terms of the NCLT Order, the Notice of this Meeting together with Annexures is being sent via email to those equity shareholders of the Amalgamated Company whose names appear in the register of members/list of beneficial owners as on 21st March, 2025 and whose e-mail addresses are registered with the Amalgamated Company/ the relevant Depository(ies) as on the said date. For the equity shareholders who have not registered their e-mail address with the Amalgamated Company /the relevant Depository(ies), the Notice of this Meeting, together with Annexures can be downloaded from the website of the Amalgamated Company. A copy of this Notice and the Annexures will also be hosted on the website of the Amalgamated Company at www.sheelafoam.com; websites of the BSE at www.bseindia.com and the NSE at www.nseindia.com and also on the website of the e-voting agency viz. the NSDL at www.evoting.nsdl.com.

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Place: Mumbai Date: 25.03.2025

Sd/Subhash C Varshney Chairman appointed for the Meeting For Sheela Foam Limited

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IMPORTANT NOTES:

1. In accordance with the NCLT Order and pursuant to the Ministry of Corporate Affairs (“MCA”) General Circular Nos. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 18/2020 dated April 21, 2020 Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2020 dated January 13, 2021, Circular No. 19/21 dated December 8, 2021, Circular no. 21/2021 dated December 14, 2021, 21/2021 dated December 14, 2021, 02/2022 dated May 5 2022, 10/2022 dated December 28, 2022, 09/2023 dated 25.09.2023 and 09/2024 dated 19.09.2024 (collectively referred to as “MCA Circulars”), the Amalgamated Company is allowed to hold the Meeting through Video Conferencing (“VC”) or through Other Audio-Visual Means (“OAVM”), without the physical presence of the Members at a common venue. Hence, in compliance with the directions contained in the NCLT Order, applicable provisions of the Act and the CAA Rules made thereunder, read with the MCA Circulars, the Meeting is being held through VC / OAVM. The deemed venue for the Meeting shall be the Registered Office of the Amalgamated Company.

2. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of meeting 28th April, 2025. Members seeking to inspect such documents can send an email to investorrelation@sheelafoam.com.

3. Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Pursuant to the NCLT Order, and in compliance with the MCA Circulars since this Meeting is being held through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Meeting and hence the Proxy Form and Attendance Slip are not annexed to the Notice.

4. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business of the accompanying Notice, is annexed hereto.

5. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution/Authorisation etc., authorising its representative to attend the Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered email address to rahuldrolia@gmail.com with copies marked to the Company at investorrelation@sheelafoam.com and to its RTA at delhi@linkintime.co.in.

6. In case the shareholder’s email ID is already registered with the Company/its Registrar & Share Transfer Agent “RTA”/Depositories, log in details for e-voting are being sent on the registered email address.

• In case the shareholder has not registered his/her/their email address with the Company/its RTA/Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:

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• (i) Kindly log in to the website of our RTA, Link Intime India Private Ltd., www.linkintime.co.in under Investor Services > Email/Bank detail Registration- fill in the details and upload the required documents and submit.

OR

(ii) In the case of Shares held in Demat mode:

The shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

7. To prevent fraudulent transactions, members are advised to exercise due diligence and notify any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

8. In accordance with the MCA Circulars and the SEBI Circulars and in terms of the NCLT Order, the Notice of this Meeting together with Annexures is being sent only by electronic mode to those Members whose email addresses are registered with the Company/Depositories in accordance with the aforesaid MCA Circulars and circular issued by SEBI dated May 12, 2020. Members may note that the Notice of Meeting and Annexures will also be available on the Company’s website www.sheelafoam.com ; websites of the Stock Exchanges i.e. National Stock Exchange of India Ltd and BSE Limited at www.nseindia.com and www.bseindia.com respectively. Members can attend and participate in the Meeting through VC/OAVM facility only.

9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts.

10. Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013. Further, in terms of the NCLT Order, the quorum for the Meeting shall be 30 equity shareholders and in case the required quorum of 30 equity shareholders for the Meeting is not present within half an hour from the time appointed for the holding of the meeting, the members present, and voting shall be deemed to constitute the quorum. The Scrutinizer is also duty bound to record all proceedings of the Meeting conducted through VC.

11. The NCLT through NCLT Order has appointed Mr. Rahul Anand Drolia, as a scrutinizer (the 'Scrutinizer') to scrutinize the voting and e-Voting process in a fair and transparent manner.

12. The Scrutinizer will immediately after the conclusion of e-Voting at the Meeting, first count the votes cast at the Meeting, thereafter unblock votes cast through remote e- Voting in presence of two witnesses not in employment of the Company, a Scrutinizer's Report (of total votes cast in favour or against, invalid votes, if any) and submit the said

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report to the Chairperson of the Meeting. The Scrutinizer will also submit a separate report with regard to the result of the remote e-Voting and e-Voting during the Meeting in respect of the Public Shareholders. The Scrutinizer's decision on the validity of the votes cast shall be final.

13. The result of voting declared along with scrutinizer's report will be available on the website of the Company at www.sheelafoam.com and websites of the Stock Exchanges i.e. National Stock Exchange of India Ltd and BSE Limited at www.nseindia.com and www.bseindia.com respectively.

14. The meeting is being conducted through VC/OAVM, for the smooth conduct of proceedings, members are encouraged to send their queries 10 days prior to meeting mentioning their at investorrelation@sheelafoam.com. These queries will be replied by the Company suitably either at the meeting or through email.

15. In case of joint holders attending the Meeting, only such joint holder who is first in the order of names will be entitled to vote at the Meeting, provided the votes are not already casted by remote e-Voting.

16. An Explanatory Statement to be annexed to the Notice in pursuance of Section 102 of the Act and the Rules made thereunder, setting out the material facts in respect of the businesses set out in the Notice, is annexed hereto and forms part of this Notice.

17. The Notice convening the Meeting will be published through advertisement in newspapers of "Financial Express" in English language and in "Navshakti" in Marathi language.

18. SEBI has also mandated that for registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card to the Company for registration of transfer of securities.

19. The instructions for shareholders voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015 (‘Amended Rules 2015’), Regulation 44 of the Listing Regulations and MCA circulars , the Company is pleased to provide its members facility to exercise their right to vote on resolutions proposed to be considered at the Meeting by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the meeting (“remote e-voting”) will be provided by Link Intime India Private Limited (LIIPL).

II. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

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III. The voting rights of members shall be proportionate to their share of the paid-up equity ‑ share capital of the Company as on the cut off date, i.e. 21[st] April, 2025. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

IV. The e-voting period commences on 24th April, 2025 at 10:00 AM and ends on 27th April, 2025 at 05:00 PM. During this period, members holding shares either in physical or dematerialized form, as on cut-off date, i.e. 21st April, 2025 may cast their votes electronically. The e-voting module will be disabled by Link Intime for voting thereafter.

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

- Pursuant to SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only post 9th June, 2022.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

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

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter User ID and Password. Click on “Login”

• c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• b) Proceed with updating the required fields.

• c) Post successful registration, user will be provided with Login ID and password.

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• d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

• a) Visit URL: https://www.evoting.nsdl.com

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

• b) Click on New System Myeasi Tab

• c) Login with existing my easi username and password

• d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

• a) To register, visit URL:

https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

• b) Proceed with updating the required fields.

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• c) Post registration, user will be provided username and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

• a) Visit URL: https://www.cdslindia.com

• b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, user shall navigate through “e-voting” option.

• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

• d) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

• b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

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A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant

(DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Set the password of your choice

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Enter Image Verification (CAPTCHA) Code

• Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

• c) Click on “Login” under ‘SHARE HOLDER’ tab.

• A. User ID: Enter your User ID

• B. Password: Enter your Password

• C. Enter Image Verification (CAPTCHA) Code

• D. Click “Submit”

• d) Cast your vote electronically:

• A. After successful login, you will be able to see the “Notification for e-voting”.

• B. Select ‘View’ icon.

• C. E-voting page will appear.

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• D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

• E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• A. ‘Investor ID’ –

  • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

• B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

• C. ‘Investor PAN’ - Enter your 10-digit PAN.

• D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

• E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

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STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Votes Entry” tab under the Menu section.

• c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

• d) Enter “16-digit Demat Account No.” for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

• f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) After successful login, you will be able to see the “Notification for e-voting”.

• c) Select “View” icon for “Company’s Name / Event number”.

• d) E-voting page will appear.

• e) Download sample vote file from “Download Sample Vote File” tab.

• f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

• g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE

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helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details Individual Shareholders Members facing any technical issue in login can contact NSDL holding securities in helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 demat mode with NSDL - 4886 7000 Individual Shareholders Members facing any technical issue in login can contact CDSL holding securities in helpdesk by sending a request at helpdesk.evoting@cdslindia.com demat mode with CDSL or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on “Login” under ‘SHARE HOLDER’ tab.

• Click “forgot password?”

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

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In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available

on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Click “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

==> picture [114 x 27] intentionally omitted <==

Team InstaVote

MUFG Intime India Private Limited Formerly Link Intime India Private Limited

Process and manner for attending the Meeting through InstaMeet:

Login method for shareholders to attend the General Meeting through InstaMeet:

• e) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .

• f) Select the “Company” and ‘Event Date’ and register with your following details:

Page 20 of 63

E. Demat Account No. or Folio No:

Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID.

Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – shall provide Folio Number.

F. PAN:

Enter your 10-digit Permanent Account Number (PAN)

  - (Shareholders who have not updated their PAN with the Depository Participant

  - (DP)/ Company shall use the sequence number provided to you, if applicable.

• G. Mobile No: Enter your Mobile No.

• H. Email ID: Enter your email Id as recorded with your DP/ Company.

• g) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

• a) Shareholders who would like to speak during the meeting must register their request with the company.

• b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.

• c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

• d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

• a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

• b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET

• c) Click on 'Submit'.

• d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

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• e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.

• f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at instameet@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

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Team InstaMeet MUFG Intime India Private Limited

Formerly Link Intime India Private Limited

Page 22 of 63

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT MUMBAI COMPANY APPLICATION NO._____ OF 2024

IN THE MATTER OF THE COMPANIES ACT, 2013 UNDER SECTION 230-232 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BY AND BETWEEN

Belvedore International Limited ( Transferor/ Applicant Company No. 1), Kanvas Concepts Private Limited ( Transferor/ Applicant Company No. 2), Kurlon Retail Limited ( Transferor/ Applicant Company No. 3), Komfort Universe Products and Services Limited ( Transferor/ Applicant Company No. 4), Starship Value Chain and Manufacturing Private Limited (Transferor/

Applicant Company No. 5), (collectively hereinafter referred to as the “Transferor Companies”), respectively into Kurlon Enterprise Limited (hereinafter referred to as the “Transferee /Amalgamating /Applicant Company No. 6”) with and into Sheela Foam Limited (“Amalgamated /Applicant Company No.7”) and their respective shareholders and creditors

SHEELA FOAM LIMITED

A company incorporated under the provisions of Companies Act, 1956. Through its Authorized Representative: Mr. Md. Iquebal Ahmad

Registered Office : 1002 to 1006,

The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 CIN : L74899MH1971PLC427835 Email ID : investorrelation@sheelafoam.com

…..AMALGAMATED /APPLICANT COMPANY NO.7

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Page 23 of 63

EXPLANATORY STATEMENT UNDER SECTIONS 230, 232, 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (THE “ACT”) READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (THE “CAA RULES”).

1. Details of the Order of NCLT: Pursuant to the order dated 12.03.2025 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench (hereinafter referred to as the "NCLT"), in Company Application No. C.A (CAA)34(MB)/2025 (hereinafter referred to as the "NCLT Order"), a meeting of the equity shareholders of Sheela Foam Limited (the “Company”/ “Amalgamated /Applicant Company No. 7”)is being convened through Video Conference ("VC") or other audio visual means ("OAVM"), on Monday, 28th April, 2025 at 04:00 pm IST, for the purpose of considering, and if thought fit, approving the Composite Scheme of Arrangement and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Companies Act"), read with the Companies (Compromises, Arrangements And Amalgamations) Rules, 2016.

A copy of the Scheme is attached herewith and marked as Annexure 1.

Capitalised terms not defined herein and used in the Notice and this annexed Explanatory Statement shall have the same meaning as ascribed to them in the Scheme.

1. DETAILS / BACKGROUND OF THE APPLICANT COMPANIES

2. 2.1. Transferor/Applicant Company No.1

   • 2.1.1. BELVEDORE INTERNATIONAL LIMITED (hereinafter referred to as " BIL " or "Transferor/Applicant Company No.1) is a public limited company, incorporated on 21.12.2020 having CIN U52520MH2020PLC428938. The registered office of the Transferor/Applicant Company No.1 is situated at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059. The Email ID of the Transferor/Applicant Company No.1 is secretary@kurlon.com and the PAN is AAJCB5195K. Transferor/Applicant Company No.1 is the wholly owned subsidiary ("WOS") of Applicant Company No.6.

   • 2.1.2. Transferor/Applicant Company No.1 is mainly engaged in the business of dealing in Mattresses and summary of the main objects as per its Memorandum of Association ('MOA') are inter alia, as follows:

"To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, promoting, marketing, manufacturing or supplying, trading, dealing in any manner whatsoever in all type of goods including Mattresses, Pillows, Furniture and other related Products and Services of International Brands on retail and B2B basis in India."

Page 24 of 63

• 2.1.3. That the Authorized, Issued, Subscribed and Paid-up share capital of the Transferor/Applicant Company No.1 as per the latest audited financial statements for the year ended on 31st March,2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
50,000 Equity Shares of Rs 10/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-Up Capital
50,000 Equity Shares of Rs 10/- each	5,00,000
Total	5,00,000

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferor/Applicant Company No.1. The shares of the Transferor/Applicant Company No.1 are not listed on stock exchange.

Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.1 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure- 2

2.1.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Transferor/Applicant Company No.1:

SR. NO.	NAME	ADDRESS
1.	Kurlon Enterprise Limited (Along with 6 Nominee)	1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059

2.1.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferor/Applicant Company No.1:

Page 25 of 63

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	Amit Kumar Gupta	01436743	Director	Flat No. 05022, ATS Pristine Sector-150 Near Pari Chowk, Noida- Gautam Buddha Nagar, Noida-201301
2.	Abhilash Padmanabh Kamti	01587117	Director	M 1102, Meghana Shalini Apartments, 2&3, 100 Feet Ring Road, Padmanabhanagar, NA, Bangalore 560070, Karnataka, India
3.	Narendra Kudva	07459916	Director	19/1, 1st Cross, 1stMain Road, Jayamahal, NA, Bangalore-560046, Karnataka, India

• 2.1.6. The Board of Directors of the Transferor/Applicant Company No.1 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Transferor/Applicant Company No.1 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote or participate on such resolution
1.	Amit Kumar Gupta	Voted in favour
2.	Abhilash Padmanabh Kamti	Voted in favour
3.	Narendra Kudva	Voted in favour

• 2.1.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferor/Applicant Company No.1 as held on date of this notice:

SR. NO.	NAME	DESIGNATI ON AND CATEGORY			EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN
			Belved ore Interna tional Limited	Kanvas Concep ts Private Limited	Kurlon Retail Limited	Komfor t Univers e Product s and	Starshi p Value Chain and Manufa cturing	Kurlon Enterpr ise Limited	Sheela Foam Limited

Page 26 of 63

						Service s Limited
			No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 5/each
1.	Amit Kumar Gupta	Director	0	0	0	0	0	0	0
2.	Abhilash Padman abh Kamti	Director	0	0	0	0	0	0	0
3.	Narendr a Kudva	Director	0	0	0	0	0	0	0

2.1.8. Details of change of name, registered office and objects of the Transferor/Applicant Company No.1 in the last five years

• 2.1.8.1. There has been no change in the name of the Transferor/Applicant Company No.1 in the last five years.

• 2.1.8.2. There has been no change in the objects of the Transferor/Applicant Company No.1 in the last five years.

• 2.1.8.3. There has been change in registered office address of the Transferor/Applicant Company No.1 from N-301, 3rd Floor, North Block Manipal Centre 47 Dickenson Road, Bangalore, Bangalore, Karnataka, India, 560042 to 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 with effect from 16.07.2024.

2.2. Transferor/Applicant Company No.2

• 2.2.1. Kanvas Concepts Private Limited (hereinafter referred to as " KCPL " or "Transferor/Applicant Company No.2) is a private limited company having CIN U74999MH2020PTC428939, incorporated on 22.09.2020. The registered office of the Transferor/Applicant Company No.2 is situated at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059. The Email ID of the Transferor/Applicant Company No.2 is secretary@kurlon.com and the PAN is

Page 27 of 63

AAICK3238P. Transferor/Applicant Company No.2 is the wholly owned subsidiary ("WOS") of Applicant Company No.6.

• 2.2.2. That Transferor/Applicant Company No.2 is mainly engaged in the business of providing services related to Interior and Exterior Designing and summary of the main objects as per its MOA are inter alia, as follows:

"To carry in India or outside India the business to acts as interior decor, exteriors of Homes, stage designer, furnishing, designing, decorating, renovating and remodeling of bungalows, houses, shops, show rooms, complexes, apartments, offices, hotels, restaurants and other commercials and residential houses and for the purpose to act as organizer, consultant, advisor, trader, buyer, seller, supervisor, surveyor, broker, agent and to do all other incidental acts and things necessary for the attainment of the above objects."

• 2.2.3. The Authorized, Issued, Subscribed and Paid-up share capital of the Transferor/Applicant Company No.2 as per the latest audited financial statements for the year ended on 31[st ] March, 2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
15,00,000 Equity Shares of Rs 10/- each	1,50,00,000
Total	1,50,00,000
Issued, Subscribed and Paid-Up Capital
10,000 Equity Shares of Rs 10/- each	1,00,000
Total	1,00,000

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferor/Applicant Company No.2. The shares of the Transferor/Applicant Company No.2 are not listed on stock exchange.

Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.2 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure- 3 .

2.2.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Transferor/Applicant Company No.2:

Page 28 of 63

SR. NO.	NAME	ADDRESS
1.	Kurlon Enterprise Limited (Along with 6 Nominee)	1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059

2.2.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferor/Applicant Company No.2:

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	Amit Kumar Gupta	01436743	Director	Flat No. 05022, ATS Pristine Sector-150 Near Pari Chowk, Noida- Gautam Buddha Nagar, Noida-201301
2.	Abhilash Padmanabh Kamti	01587117	Director	M 1102, Meghana Shalini Apartments, 2&3, 100 Feet Ring Road, Padmanabhanagar, NA, Bangalore 560070, Karnataka, India

• 2.2.6. The Board of Directors of the Transferor/Applicant Company No.2 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Transferor/Applicant Company No.2 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote or participate on such resolution
1.	Amit Kumar Gupta	Voted in favour
2.	Abhilash Padmanabh Kamti	Voted in favour

Page 29 of 63

• 2.2.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferor/Applicant Company No.2 as held on date of this notice:

SR. NO.	NAME	DESIGNATI ON AN~~D~~ CATEGORY	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN
			Belved ore Interna tional Limited	Kanvas Concep ts Private Limited	Kurlon Retail Limited	Komfor t Univers e Product s and Service s Limited	Starshi p Value Chain and Manufa cturing	Kurlon Enterpr ise Limited	Sheela Foam Limite d
			No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 5/eac h
1.	Amit Kumar Gupta	Director	0	0	0	0	0	0	0
2.	Abhilash Padmana bh Kamti	Director	0	0	0	0	0	0	0

• 2.2.8. Details of change of name, registered office and objects of the Transferor/Applicant Company No.2 in the last five years

• 2.2.8.1. There has been no change in the name of the Transferor/Applicant Company No.2 in the last five years.

• 2.2.8.2. There has been no change in the objects of the Transferor/Applicant Company No.2 in the last five years.

• 2.2.8.3. There has been a change in the registered office of the Transferor/Applicant Company No.2 from N-301, 3rd Floor, North Block Manipal Centre 47 Dickenson Road, Bangalore, Bangalore, Karnataka, India, 560042 to 1002 to 1006, The Avenue International Airport Road, Opp. Hotel

Page 30 of 63

Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 with effect from 16.07.2024.

2.3. Transferor/Applicant Company No.3

• 2.3.1. Kurlon Retail Limited (hereinafter referred to as " KRL " or "Transferor/Applicant Company No.3) is a public limited company, incorporated on 31.08.2012 having CIN U36104MH2012PLC428940. The registered office of the Applicant/ Transferor Company No. 3 is situated at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059. The Email ID of the Applicant/Transferor Company No.3 is secretary@kurlon.com and the PAN is AAECK8867C. Transferor/Applicant Company No.3 is the wholly owned subsidiary (“WOS”) of Applicant Company No.6.

2.3.2. Transferor/Applicant Company No.3 is engaged in the business of dealing in Mattresses and the main objects as per its Memorandum of Association ('MOA') are inter alia, as follows:

“1. To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of goods including mattresses, pillows and furniture on retail as well as on wholesale basis in India or elsewhere.

2. To carry on the business of manufacturers and producers of flexible, semiflexible, rigid Poly-urethane Foam slabs and allied products and processing and fabrication thereof and moulding of rigid polyurethane for various shapes and size and manufacture of jackets and such other items by way of lamination of poly-urethane Foam with fabric; of raw material, chemicals and other materials which are used in manufacturing Poly Urethane Foam such as Polyol and TDI, which are produced by the refinement of Petroleum products and for that purpose to carry on refining of petroleum products and thereby move into backward integration of manufacturing and producing raw materials used in the manufacturing of Polyol and TDI; of vulcanizing and rubberizing all kinds of coir products, coir fibre, coir fleeces, coir flax, coir boards, coir briquettes, rubberized coir fibre, coir mats and converters of coir fibre into materials like mats, mattresses, carpets, runners, upholstery parts, chords ropes of all kinds and varieties and other coir products, foam and foam made articles, articles made of natural or synthetic rubber, polyethylene, polystyrene and other kinds of plastics, flexible, semi-flexible and rigid Poly-urethane Foam slabs which caters to the needs of Industrial users such as linings used in inter alia Air Conditions, Cars, Refrigerators and other industries, and to the needs of consumers such as mattresses, pillows, cushions, bolters, sofa, Chairs, floor mats; manufacture of products that may be allied or may be usefully combined with manufacture of any of the material mentioned above.

Page 31 of 63

3. To carry on the business of manufacturer or otherwise dealers in furniture and fixtures made from wood, brass, steel, fibre glass, plastic or other alloys and warehouses of furniture, linoleums, furnishing fabrics, and other floor coverings, different types of tiles and sanitary ware, carpets, household utensils, china and glass goods fittings, kitchen wares and appliances, colorful curtains, home furnishings ranging from bath room linens, table linens and accessories, interior decoration and designing, and other home comfort products and household requisites of all kinds whether expressly mentioned or not.”

• 2.3.3. The Authorized, Issued, Subscribed and Paid-up share capital of the Transferor/Applicant Company No.3 as per the latest audited financial statements for the year ended on 31[st ] March, 2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
4,00,00,000 Equity Shares of Rs 5/- each	20,00,00,000
Total	20,00,00,000
Issued, Subscribed and Paid-Up Capital
1,52,66,666 Equity Shares of Rs 5/- each	7,63,33,330
Total	7,63,33,330

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferor/Applicant Company No.3. The shares of the Transferor/Applicant Company No.3 are not listed on stock exchange.

Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.3 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure- 4 .

2.3.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Transferor/Applicant Company No.3:

SR. NO.	NAME	ADDRESS
1.	Kurlon Enterprise Limited (Along with 6 Nominee)	1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059

Page 32 of 63

2.3.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferor/Applicant Company No.3:

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	Amit Kumar Gupta	01436743	Director	Flat No. 05022, ATS Pristine Sector-150 Near Pari Chowk, Noida- Gautam Buddha Nagar, Noida-201301
2.	Abhilash Padmanabh Kamti	01587117	Director	M 1102, Meghana Shalini Apartments, 2&3, 100 Feet Ring Road, Padmanabhanagar, NA, Bangalore 560070, Karnataka, India
3.	Narendra Kudva	07459916	Director	19/1, 1st Cross, 1stMain Road, Jayamahal, NA, Bangalore-560046, Karnataka, India

• 2.3.6. The Board of Directors of the Transferor/Applicant Company No.3 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Transferor/Applicant Company No.3 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote orparticipate on such resolution
1.	Amit Kumar Gupta	Voted in favour
2.	Abhilash Padmanabh Kamti	Voted in favour
3.	Narendra Kudva	Voted in favour

• 2.3.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferor/Applicant Company No.3 as held on date of this notice:

Page 33 of 63

SR. NO.	NAME	DESIGNATI ON AN~~D~~ CATEGORY	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN
			Belved ore Interna tional Limited	Kanvas Concep ts Private Limited	Kurlon Retail Limited	Komfor t Univers e Product s and Service s Limited	Starshi p Value Chain and Manufa cturing	Kurlon Enterpr ise Limited	Sheela Foam Limite d
			No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 5/eac h
1.	Amit Kumar Gupta	Director	0	0	0	0	0	0	0
2.	Abhilash Padmana bh Kamti	Director	0	0	0	0	0	0	0
3.	Narendr a Kudva	Director	0	0	0	0	0	0	0

2.3.8. Details of change of name, registered office and objects of the Transferor/Applicant Company No.3 in the last five years

• 2.3.8.1. There has been no change in the name of the Transferor/Applicant Company No.3 in the last five years.

• 2.3.8.2. There has been no change in the objects of the Transferor/Applicant Company No.3 in the last five years.

• 2.3.8.3. There has been a change in the registered office of the Transferor/Applicant Company No. 3 from N-301, 3rd Floor, North Block Manipal Centre 47 Dickenson Road, Bangalore, Bangalore, Karnataka, India, 560042 to 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 with effect from 16.07.2024.

Page 34 of 63

2.4. Transferor/Applicant Company No.4

• 2.4.1. KOMFORT UNIVERSE PRODUCTS AND SERVICES LIMITED (hereinafter referred to as “KUPSL” or “Transferor /Applicant Company No. 4”) is a public limited company, incorporated on 18.01.2021 having CIN U52520MH2021PLC428941.The registered office of the Applicant/Transferor Company No. 4 is situated at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059. The Email ID of the Applicant/Transferor Company No.4 is secretary@kurlon.com and PAN is AAICK5616M. Transferor/Applicant Company No.4 is the wholly owned subsidiary (“WOS”) of Applicant Company No.6.

• 2.4.2. Transferor/Applicant Company No.4 is mainly engaged in the business of dealing in Foam Products and the summary of main objects as per its Memorandum of Association ('MOA') are inter alia, as follows:

“ To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, promoting, marketing, supplying, dealing and trading of Semi-finished Goods (SFG), foam products, RC Pads, EPE Products and other related Products and Services on B2B basis in India and outside India.”

• 2.4.3. The Authorized, Issued, Subscribed and Paid-up share capital of the Transferor/Applicant Company No.4 as per the latest audited financial statements for the year ended on 31[st ] March, 2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
50,000 Equity Shares of Rs 10/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-Up Capital
50,000 Equity Shares of Rs 10/- each	5,00,000
Total	5,00,000

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferor/Applicant Company No.4. The shares of the Transferor/Applicant Company No.4 are not listed on stock exchange.

Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.4 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure-5.

Page 35 of 63

2.4.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Transferor/Applicant Company No.4:

SR. NO.	NAME	ADDRESS
1.	Kurlon Enterprise Limited (Along with 6 Nominee)	1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059

2.4.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferor/Applicant Company No.4:

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	Amit Kumar Gupta	01436743	Director	Flat No. 05022, ATS Pristine Sector-150 Near Pari Chowk, Noida- Gautam Buddha Nagar, Noida-201301
2.	Abhilash Padmanabh Kamti	01587117	Director	M 1102, Meghana Shalini Apartments, 2&3, 100 Feet Ring Road, Padmanabhanagar, NA, Bangalore 560070, Karnataka, India
3.	Narendra Kudva	07459916	Director	19/1, 1st Cross, 1stMain Road, Jayamahal, NA, Bangalore-560046, Karnataka, India

• 2.4.6. The Board of Directors of the Transferor/Applicant Company No.4 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Transferor/Applicant Company No.4 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

Page 36 of 63

Sr. No.	Name of Directors	Voted in favour/ against / did not vote orparticipate on such resolution
1.	Amit Kumar Gupta	Voted in favour
2.	Abhilash Padmanabh Kamti	Voted in favour
3.	Narendra Kudva	Voted in favour

2.4.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferor/Applicant Company No.4 as held on date of this notice:

==> picture [421 x 432] intentionally omitted <==

----- Start of picture text -----

SR. NAME DESIGNATI EQUITY SHARES HELD IN
ON AN D
NO. Belved Kanvas Kurlon Komfor Starshi Kurlon Sheela
CATEGORY
ore Concep Retail t p Value Enterpr Foam
Interna ts Limited Univers Chain ise Limite
tional Private e and Limited d
Limited Limited Product Manufa
s and cturing
Service
s
Limited
No. of No. of No. of No. of No. of No. of No. of
Shares Shares Shares Shares Shares Shares Shares
of INR of INR of INR of INR of INR of INR of INR
10/eac 10/eac 5/each 10/eac 10/eac 5/each 5/eac
h h h h h
1. Amit Director 0 0 0 0 0 0 0
Kumar
Gupta
2. Abhilash Director 0 0 0 0 0 0 0
Padmana
bh Kamti
3. Narendr Director 0 0 0 0 0 0 0
a Kudva
----- End of picture text -----

2.4.8. Details of change of name, registered office and objects of the Transferor/Applicant Company No.4 in the last five years

• 2.4.8.1. There has been no change in the name of the Transferor/Applicant Company No.4 in the last five years.

Page 37 of 63

• 2.4.8.2. There has been no change in the objects of the Transferor/Applicant Company No.4 in the last five years.

• 2.4.8.3. here has been a change in the registered office of the Transferor/Applicant Company No. 4 from N-301, 3rd Floor, North Block Manipal Centre 47 Dickenson Road, Bangalore, Bangalore, Karnataka, India, 560042 to 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 with effect from 16.07.2024.

2.5. Transferor/Applicant Company No.5

• 2.5.1. STARSHIP VALUE CHAIN AND MANUFACTURING PRIVATE LIMITED (hereinafter referred to as "SVCMPL" or "Transferor/Applicant Company No. 5") is a private limited company, incorporated on 09.10.2020 having CIN U36900MH2020PTC432198. The registered office of the Transferor/Applicant Company No.5 is situated at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059. The Email ID of the Applicant/Transferor Company No.5 is secretary@kurlon.com and PAN is ABECS6284J. Transferor/Applicant Company No.5 is the wholly owned subsidiary (“WOS”) of Applicant Company No.6.

• 2.5.2. Transferor/Applicant Company No.5 is engaged in the business of dealing in Home Décor items and the main objects as per its Memorandum of Association ('MOA') are inter alia, as follows:

“To carry on in India or outside India the business as manufacturer, designers, buyers, sellers, importers, exporters, workers, transporters, suppliers, of all types of home décor items including furniture, mattress, pillows, cushions, perfumers on retail and to manufacture of all types of furniture equipment appliances for domestic, office, industrial as well as on wholesale basis in India as well as outside India."

• 2.5.3. The Authorized, Issued, Subscribed and Paid-up share capital of the Transferor/Applicant Company No.5 as per the latest audited financial statements for the year ended on 31[st ] March, 2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
5000 Equity Shares of Rs 10/- each	50,000
Total	50,000
Issued, Subscribed and Paid-Up Capital
5000 Equity Shares of Rs 10/- each	50,000

Page 38 of 63

Total

50,000

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferor/Applicant Company No.5. The shares of the Transferor/Applicant Company No.5 are not listed on stock exchange.

Copy of the latest Audited Annual Accounts of the Transferor/Applicant Company No.5 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure- 6.

2.5.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Transferor/Applicant Company No.5:

SR. NO.	NAME	ADDRESS
1.	Kurlon Enterprise Limited (Along with 6 Nominee)	1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059

2.5.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferor/Applicant Company No.5:

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	Narendra Kudva	07459916	Director	19/1, 1st Cross, 1stMain Road, Jayamahal, NA, Bangalore-560046, Karnataka, India
2.	Amit Kumar Gupta	01436743	Director	Flat No. 05022, ATS Pristine Sector-150 Near Pari Chowk, Noida- Gautam Buddha Nagar, Noida-201301

Page 39 of 63

• 2.5.6. The Board of Directors of the Transferor/Applicant Company No.5 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Transferor/Applicant Company No.5 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote orparticipate on such resolution
1.	JAMSHEED MINOO PANDAY	Voted in favour
2.	ASHISH VILAS PRADHAN	Voted in favour

• 2.5.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferor/Applicant Company No.5 as held on date of this notice:

SR. NO.	NAME	DESIGNATI ON AN~~D~~ CATEGORY	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN
			Belved ore Interna tional Limited	Kanvas Concep ts Private Limited	Kurlon Retail Limited	Komfor t Univers e Product s and Service s Limited	Starshi p Value Chain and Manufa cturing	Kurlon Enterpr ise Limited	Sheela Foam Limite d
			No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 5/eac h
1.	Narendr a Kudva	Director	0	0	0	0	0	0	0
2.	AMIT KUMAR GUPTA	Director	0	0	0	0	0	0	0

Page 40 of 63

2.5.8. Details of change of name, registered office and objects of the Transferor/Applicant Company No.5 in the last five years

• 2.5.8.1. There has been no change in the name of the Transferor/Applicant Company No.5 in the last five years.

• 2.5.8.2. There has been no change in the objects of the Transferor/Applicant Company No.5 in the last five years.

• 2.5.8.3. There has been a change in the registered office of the Transferor/Applicant Company No. 5 from N-301, 3rd Floor, North Block Manipal Centre 47 Dickenson Road, Bangalore, Bangalore, Karnataka, India, 560042 to 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 with effect from 16.07.2024.

2.6. Transferee/Amalgamating/Applicant Company No. 6

• 2.6.1. KURLON ENTERPRISE LIMITED (hereinafter referred to as "KEL" or "Transferee/Amalgamating/Applicant Company No. 6") is a public limited company, incorporated on 03.10.2011 having CIN U36101MH2011PLC222657. The registered office of the Transferee/Amalgamating/Applicant Company No. 6 is situated at 1002/1006, The Avenue, International Airport Road, Opp. Hotel Leela, Andheri (East), Mumbai, Maharashtra, India, 400059. The Email ID of the Transferee Company is secretary@kurlon.com and PAN is AAECK5045N. Transferee /Amalgamating/Applicant Company No. 6 is the holding entity of Applicant Company No. 1 to Applicant Company No.5 and subsidiary company of Applicant Company No.7.

• 2.6.2. Transferor/Applicant Company No.6 is engaged in the business of manufacturing/trading in diverse areas such as rubberized coir, latex foam, polyurethane foam, bonded foam, pillows, spring mattresses, furniture, furnishings, sofas etc. and the main objects as per its MOA are inter alia, as follows:

“1. To carry on the business of manufacturers, buyers, sellers, dealers of and to carry on the business of vulcanising and rubberising any and all kinds of -coir fibre, coir fleeces, coir flax, coir boards, coir briquettes and converters of coir fibre into materials like mats, mattresses, carpets, runners, upholstery parts, chords ropes of all kinds and varieties; foam and foam made articles, things etc; articles made of natural or synthetic rubber, polyethylene, polystyrene and other kinds of plastics.

2. To carry on the business of manufacturer, importer, exporter or otherwise dealers in furniture and fixtures made from wood, brass, steel, fibre glass, plastic or other alloys and to carry on the business by wholesale or retail and

Page 41 of 63

whether manufacturing or otherwise of house furnishers, upholstery and dealers in and hirers, stores and warehouses of furniture, linoleums, furnishing fabrics, and other floorcoverings, different types of tiles and sanitary ware, carpets, household utensils, china and glass goods fittings, kitchen wares and appliances, colorful curtains, home furnishings ranging from bath room linens, table linens and accessories, interior decoration and designing, and other home comfort products and household requisites of all kinds whether expressly mentioned or not”

• 2.6.3. The Authorized, Issued, Subscribed and Paid-up share capital of the Transferee/Amalgamating/Applicant Company No. 6 as per the latest audited financial statements for the year ended on 31st March, 2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
15,06,00,000 Equity Shares of Rs 5/- each	75,30,00,000
Total	75,30,00,000
Issued, Subscribed and Paid-Up Capital
3,65,52,261 Equity Shares of Rs 5/- each	18,27,61,305
Total	18,27,61,305

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferee/Amalgamating/Applicant Company No.6. The shares of the Transferee/Amalgamating/Applicant Company No.6 are not listed on stock exchange.

Copy of the latest Audited Annual Accounts of the Transferee/Amalgamating/Applicant Company No.6. for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure-7.

2.6.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Transferee/Amalgamating/Applicant Company No. 6:

Page 42 of 63

SR. NO.	NAME	ADDRESS
1.	Sheela Foam Limited	1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059

2.6.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferee/Amalgamating/Applicant Company No. 6:

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	JYOTHI ASHISH PRADHAN	06733156	Director	5, Chitrakala Ananth
				Nagar, Manipal UDUPI
				Karnataka India 576104
2.	RAVINDRA DHARIWAL	00003922	Director	Behind Radha Swami Satsang, Asola Village Aashray Farm, Sub Post Office, S P School, Bhatti Mines, Asola Village, New Delhi, 110030
3.	MEENA JAGTIANI	08396893	Director	18, Diamond Apartment, 24 Mount Marry Road, Bandra(West), Mumbai, Maharashtra, 400050
4.	RAHUL GAUTAM	00192999	Director	E 3, Asola Homes,Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
5.	TUSHAAR GAUTAM	01646487	Managing Director	E 3, Asola Homes,Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074

• 2.6.6. The Board of Directors of the Transferee/Amalgamating/Applicant Company No.6 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Transferee/Amalgamating/Applicant Company No.6 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

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Sr. No.	Name of Directors	Voted in favour/ against / did not vote orparticipate on such resolution
1.	JYOTHI ASHISH PRADHAN	Voted in favour
2.	RAVINDRA DHARIWAL	Voted in favour
3.	MEENA JAGTIANI	Voted in favour
4.	RAHUL GAUTAM	Voted in favour
5.	TUSHAAR GAUTAM	Voted in favour

2.6.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferee/Amalgamating/Applicant Company No. 6 as held on date of this notice:

SR. NO.	NAME	DESIGNATI ON AN~~D~~ CATEGORY	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN
			Belved ore Interna tional Limited	Kanvas Concep ts Private Limited	Kurlon Retail Limited	Komfor t Univers e Product s and Service s Limited	Starshi p Value Chain and Manufa cturing	Kurlon Enterpr ise Limited	Sheela Foam Limite d
			No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 5/eac h
1.	JYOTHI ASHISH PRADHA N	Director	0	0	0	0	0	0	0
2.	RAVINDR A DHARIW AL	Independe nt Director	0	0	0	0	0	0	0
3.	MEENA JAGTIANI	Independe nt Director	0	0	0	0	0	0	0

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4.	RAHUL GAUTAM	Director	0	0	0	0	0	0	0
5.	TUSHAA R GAUTAM	Managing Director	0	0	0	0	0	0	0
6.	ABHILAS H PADMAN ABH KAMTI	CFO	0	0	0	0	0	0	0

• 2.6.8. Details of change of name, registered office and objects of the Transferor/Applicant Company No.6 in the last five years

• 2.6.8.1. There has been no change in the name of the Transferee /Amalgamating/Applicant Company No. 6 in the last five years.

• 2.6.8.2. There has been no change in the objects of the Transferee /Amalgamating/Applicant Company No. 6 in the last five years.

• 2.6.8.3. There has been no change in the registered office address of the Transferee/Amalgamating/Applicant Company No. 6 in the last five years.

2.7. Amalgamated/Applicant Company No. 7

• 2.7.1. SHEELA FOAM LIMITED (hereinafter referred to as “SFL” or “Amalgamated/Applicant Company No. 7 ”) is a public limited company listed on National Stock Exchange (“NSE”) and Bombay Stock Exchange (“BSE”) , incorporated on 18.06.1971 having CIN L74899MH1971PLC427835 . The registered office of the Amalgamated/Applicant Company No. 7 is situated at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059. The Email ID of the Amalgamated/Applicant Company No. 7 is investorrelation@sheelafoam.com and PAN is AAACS0189B. Amalgamated/Applicant Company No. 7 is the holding entity of Applicant Company No. 6.

• 2.7.2. Amalgamated/Applicant Company No. 7 is mainly engaged in the business of manufacturing flexible, semi-flexible and rigid Poly-Urethane and the summary of main objects as per its MOA are inter alia, as follows:

“1. To manufacture flexible, semi-flexible and rigid Poly-Urethane Foam slabs and allied products and processing and fabrication thereof and mattresses and cushions upholstery material, manufacture of furniture; packing material and insulation material, moulding of rigid Poly- Urethane for various shapes and size and manufacture of jackets and such other items by way of lamination of Poly-

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Urethane Foam with fabric and manufacture of products that may be allied or may be usefully combined with manufacture of any of the material mentioned above.

2. To manufacture with flexible, semi-flexible and rigid Poly Urethane Foam slabs such items and products which cater to the needs of industrial users such as linings used in Air Conditioners, Cars, Refrigerators, Washing Machines, Calculators, Computers, Laptops, Clocks, Watches and other industries.

3. To manufacture with flexible, semi-flexible and rigid Poly Urethane Foam slabs, items which cater to the needs of consumers such as mattresses, pillows, cushions, bolsters, wonder couch, sofa, sofa cum bed, Chairs, seats, berths, bed covers, mattress covers, quilted panels and quilted sheets, floor mats, mats, dusters.

4. The manufacturing and or production of raw material, chemicals and other materials which are used in the manufacturing process of Poly Urethane Foam such as Polyol and TDI, which are produced by the refinement of Petroleum products, and for that purpose to carry on the Refining of Petroleum products to manufacture Polyol, TDI and thereby move into backward integration of manufacturing and producing raw materials used in the manufacturing of Polyol and TDI.

5. To carry on the business of manufacturers, importers, exporters, stockiest, suppliers, dealers, fabricators and processors of products made of Polyurethane or Coir or those products in which Poly Urethane Foam or coir is used such as mattresses, cushions, bolsters, Sofa, Sofa cum bed, Chair, mats, Air conditioners, Cars, Refrigerators, Calculators, Computers etc. and thereby move into forward integration in the manufacture of the above products.

6. To manufacture flexible, semi-flexible and rigid Coir foam slabs and their allied products including mattresses and cushions, upholstery items, furniture items, packing material, insulation material, coir mouldings of various shapes and sizes, jackets, other items by way of lamination of coir foam with fabric by processing and fabrication and to manufacture products that may be allied or may be usefully combined with manufacture of any of the items mentioned above.

7. To manufacture with flexible, semi-flexible and rigid Coir Foam slab items, which cater to the needs of consumers such as sheets, mattresses, cushions, pillows, seats, berths, mats etc.

8. The manufacturing, production and or cultivation of raw material and other items necessary and used in the manufacturing of coir foam such as plantation and cultivation of Palm or other trees, production of coir fiber and coir ropes to carry on the business of farming and to act as agents, distributors, traders, stockiest, importers, exporters, processors, cultivators of raw materials used in the manufacturing of Coir foam and for that purpose to manufacture, buy, sell, exchange, market, pledge, distribute or otherwise deal in all varieties of

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agricultural products, food products, plantations, crops whether of spontaneous growth or not and for that purpose to lay out, construct, purchase, take over, hire, lease or otherwise acquire, equip, alter and maintain estates, gardens, plantations and farms etc.

9. To import, export, sell, purchase or otherwise deal in any of the above products or products similar or allied thereto or any raw materials, any semifinished goods or manufacture of the above products, and to buy, sell, manufacture, exchanges popularise, alter, improve, advertise, prepare or make and/or otherwise deal in or distribute all kinds of Poly-Urethane Foam and allied products, raw materials and other sub-stances or articles, necessary or convenient for carrying on the above business.

10. To carry on business of importers, exporters, stockists, suppliers, manufacturers, dealers, fabricators, and processors of all kinds of poly-vinyal chloride and allied products or substitutes.

11. To develop and export Computer Software, to render software maintenance and back up supports, other information technology services and allied services and to provide managerial services, technical services and export of the professional services, in India and abroad.

12. To provide IT enabled services in India & abroad namely Back Office operation, call centers, Content development or Animation, Data Processing, engineering & Design, Geographic information System Services, Human Resource Services, insurance Claim Processing, Legal Database, Medical Transcription, Payroll, Support Centers and website Services.

13. To import, export, sale purchases or otherwise deal in any kind of the capital goods or other related items, raw materials, substances or articles, necessary or convenient for developing and providing the above IT enabled services.”

• 2.7.3. The Authorized, Issued, Subscribed and Paid-up share capital of the Amalgamated/Applicant Company No. 7 as per the latest audited financial statements for the year ended on 31[st ] March, 2024 is:

PARTICULARS	AMOUNT (Rs)
Authorized Capital
26,00,00,000 Equity Shares of Rs 5/- each	1,30,00,00,000
Total	1,30,00,00,000
Issued, Subscribed and Paid-Up Capital
10,86,97,341 Equity Shares of Rs 5/- each	54,34,86,705
Total	54,34,86,705

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The equity shares of the Amalgamated/Applicant Company No. 7 are listed on the BSE & NSE. Subsequent to the above balance sheet date, there is no change in the capital structure of the Amalgamated/Applicant Company No. 7.

Copy of the latest Audited Annual Accounts of the Amalgamated/Applicant Company No. 7 for the financial year ended 31.03.2024 and Provisional financial as on 30.09.2024 is annexed herewith and marked as Annexure-8.

2.7.4. Details of the promoters / promoters group:

As on the date of issuance of the Notice of this Meeting, the following are the promoters/ promoters group of Amalgamated/Applicant Company No. 7:

SR. NO.	NAME	ADDRESS
1.	Rahul Gautam	E 3, Asola Homes, Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
2.	Namita Gautam	E 3, Asola Homes, Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
3.	Tushaar Gautam	E 3, Asola Homes, Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
4.	Rangoli Resorts Private Limited	604 Ashadeep, 9 Hailey Road, New Delhi 110001

2.7.5. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Amalgamated/Applicant Company No. 7:

SR. NO.	NAME	DIN	DESIGNATION AND CATEGORY	ADDRESS
1.	Rahul Gautam	00192999	Executive Chairman	E 3, Asola Homes,Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
2.	Namita Gautam	00190463	Whole-time Director	E 3, Asola Homes,Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
3.	Rakesh Chahar	00180587	Whole-time Director	648, First Floor, New Friends Colony,New Delhi,110025

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4.	Tushaar Gautam	01646487	Managing Director	E 3, Asola Homes,Near Raj Vidhya Kender,Fatehpur Beri,New Delhi, 110074
5.	Som Mittal	00074842	Independent Director	No. D330,D Block, Sector 47, Noida, Gautam Buddha Nagar, UP 201301
6.	Ravindra Dhariwal	00003922	Independent Director	Behind Radha Swami Satsang, Asola Village Aashray Farm, Sub Post Office, S P School, Bhatti Mines, Asola Village, New Delhi, 110030
7.	Anil Tandon	00089404	Independent Director	407/9, Heritage City,Mehroli Road, Gurgaon, Haryana, 122001
8.	Lt. Gen. Dr. V. K. Ahluwalia	08078092	Independent Director	Badripur Main Road, Bungalow Number 21, Opposite Apna Ghar, Dehradun 248008.
9.	Meena Jagtiani	08396893	Independent Director	18, Diamond Apartment, 24 Mount Marry Road, Bandra(West), Mumbai, Maharashtra, 400050

2.7.6. The Board of Directors of the Amalgamated /Applicant Company No. 7 at their meeting held on 28th March, 2024 approved the Scheme of Amalgamation. Details of Directors of the Amalgamated /Applicant Company No. 7 who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote orparticipate on such resolution
1.	Rahul Gautam	Voted in favour
2.	Namita Gautam	Voted in favour
3.	Rakesh Chahar	Voted in favour
4.	Tushaar Gautam	Voted in favour
5.	Som Mittal	Voted in favour
6.	Ravindra Dhariwal	Voted in favour
7.	Anil Tandon	Voted in favour
8.	Lt. Gen. Dr. V. K. Ahluwalia	Voted in favour
9.	Meena Jagtiani	Voted in favour

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• 2.7.7. Details of shareholding of directors and key managerial personnel (or their relatives) of Amalgamated/Applicant Company No. 7 as held on date of this notice:

SR. NO.	NAME	DESIGNATI ON AN~~D~~ CATEGORY	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN	EQUITY SHARES HELD IN
			Belved ore Interna tional Limited	Kanvas Concep ts Private Limited	Kurlon Retail Limited	Komfor t Univers e Product s and Service s Limited	Starshi p Value Chain and Manufa cturing	Kurlon Enterpr ise Limited	Sheela Foam Limite d
			No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 10/eac h	No. of Shares of INR 10/eac h	No. of Shares of INR 5/each	No. of Shares of INR 5/eac h
1.	Rahul Gautam	Executive Chairman	0	0	0	0	0	0	1,25,9 0,759
2.	Namita Gautam	Whole- time Director	0	0	0	0	0	0	1,14,3 1,758
3.	Rakesh Chahar	Whole- time Director	0	0	0	0	0	0	0
4.	Tushaar Gautam	Managing Director	0	0	0	0	0	0	3,41,9 8,628
5.	Som Mittal	Independe nt Director	0	0	0	0	0	0	0
6.	Ravindra Dhariwal	Independe nt Director	0	0	0	0	0	0	0
7.	Anil Tandon	Independe nt Director	0	0	0	0	0	0	0
8.	Lt. Gen. Dr. V. K.	Independe nt Director	0	0	0	0	0	0	0

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	Ahluwali a
9.	Meena Jagtiani	Independe nt Director	0	0	0	0	0	0	0
10.	NILESH SEVABRA TA MAZUM DAR	CEO	0	0	0	0	0	0	1,000
11.	AMIT KUMAR GUPTA	CFO	0	0	0	0	0	0	0
12.	MD IQUEBAL AHMAD	CS	0	0	0	0	0	0	0

• 2.7.8. Details of change of name, registered office and objects of the Amalgamated/Applicant Company No. 7 in the last five years

• 2.7.8.1. There has been no change in the name of the Amalgamated/Applicant Company No.7 in the last five years.

• 2.7.8.2. There has been no change in the objects of the Amalgamated/Applicant Company No.7 in the last five years.

• 2.7.8.3. There has been change in registered office address of the Amalgamated/Applicant Company No. 7 from 604 Ashadeep, 9 Hailey Road, New Delhi, New Delhi, Delhi, India, 110001 to 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 with effect from 26.06.2024.

3. DETAILS / SALIENT FEATURES OF THE SCHEME OF ARRANGEMENT

This Composite Scheme of Arrangement (" Scheme ") provides for (i) Amalgamation of Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4, Transferor Company 5 (collectively hereinafter referred to as the Transferor Companies ), respectively into Transferee Company, with effect from the Appointed Date (as defined hereinafter) and the consequent dissolution of the Transferor Companies without being wound up and (ii) Amalgamation of Amalgamating Company with Amalgamated Company with effect from the Appointed Date (as defined hereinafter) and

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the consequent dissolution of the Amalgamating Company without being wound up; and issuance of the shares New Equity Shares (as defined in the Scheme) to the equity shareholders of Amalgamating Company in accordance with Share Exchange Ratio (as defined in the Scheme), pursuant to section 230-232, and other relevant provisions of the Companies Act, in the matter provided for in this Scheme and in compliance with the provisions of the Income Tax Act (as defined in the Scheme).

4. RATIONALE OF THE SCHEME OF ARRANGEMENT

4.1. The rationale for the Composite Scheme of Amalgamation is set out below:

• 4.1.1. The Amalgamating Company, along with Transferor Companies, has been the second largest mattress manufacturer, with leadership position in southern and eastern parts of the country, apart from sizeable presence in other parts. Also, the Amalgamating Company is approximately 70-year-old company with a very strong brand.

The Board of Directors of the Amalgamated Company in its meeting held on July 17, 2023, had approved the acquisition of the Amalgamating Company, along with Transferor Companies, with a view to further strengthen the leadership position in the mattress and foam segments across the country.

The intent of acquisition of the Amalgamating Company, along with Transferor Companies was always to run all the companies, as one-operation going forward i.e. subsequently amalgamate the companies into a single entity.

The Scheme would inter-alia have the following benefits:

• (a) Procurement synergies arising on account of higher volume discounts, and ability to negotiate best possible prices;

• (b) Deeper manufacturing footprint, as materials of both the business can be made in any plant location, resulting in enhanced efficiency as well as reduction in servicing time;

• (c) Rationalization of logistic costs considering the combined volume;

• (d) Open-up the door for a new sales channel strategy, enhancing penetration/coverage and leading to better sales;

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     - _(e) Structured, sharper and better management focusing on holistic growth of the businesses;_

     - _(f) Optimum and efficient utilization of resources and sharing of ancillary facilities;_

     - _(g) Common governance structure and effective management of compliances;_

     - _(h) Enhancing shareholder value and leveraging on synergies in doing the business; and_

     - _(i) Cost saving by way of reduction of overheads, administrative, managerial and other expenditure and to bring about operational rationalization and efficiency._

  - _4.1.2. Given the above, and similarity in nature of businesses of the Transferor Companies, the Amalgamating Company and the Amalgamated Company, it is proposed to merge the Transferor Companies with Amalgamating Company (pursuant to Part C of the Scheme) and (post Part C comes into effect) merge the Amalgamating company with Amalgamated Company (pursuant to Part D of the Scheme). The merger shall result in greater business synergies and reduced administrative and other costs._

1. Relationship amongst the companies who are parties to the Scheme:

2. 5.1. Belvedore International Limited (“ Transferor/Applicant Company No.1 ”) is the wholly owned subsidiary (“ WOS ”) of Kurlon Enterprise Limited ( Transferee /Amalgamating/Applicant Company No.6 ”).

3. 5.2. Kanvas Concepts Private Limited (“ Transferor/Applicant Company No.2 ”) is the wholly owned subsidiary (“ WOS ”) of Kurlon Enterprise Limited ( Transferee /Amalgamating/Applicant Company No.6 ”).

4. 5.3. Kurlon Retail Limited (“ Transferor/Applicant Company No.3 ”) is the wholly owned subsidiary (“ WOS ”) of Kurlon Enterprise Limited ( Transferee /Amalgamating/Applicant Company No.6 ”).

5. 5.4. Komfort Universe Products And Services Limited (“ Transferor/Applicant Company No.4 ”) is the wholly owned subsidiary (“WOS”) of Kurlon Enterprise Limited ( Transferee /Amalgamating/Applicant Company No.6 ”).

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• 5.5. Starship Value Chain And Manufacturing Private Limited (“ Transferor/Applicant Company No.5 ”) is the wholly owned subsidiary (“WOS”) of Kurlon Enterprise Limited ( Transferee /Amalgamating/Applicant Company No.6 ”)

• 5.6. Kurlon Enterprise Limited (“ Transferee /Amalgamating/Applicant Company No. 6 ”) is the holding entity of Applicant Company No. 1 to Applicant Company No.5 and subsidiary company of Sheela Foam Limited (“ Amalgamated/Applicant Company No.7 ”).

6. Appointed date and effective date:

• 6.1. Appointed Date, as referred in the Scheme, means October 20, 2023, or such other date as may be approved by the NCLT.

• 6.2. " Effective Date " means the date on which the certified copy/ies of the order/orders of the Tribunal sanctioning the Scheme is/are filed by the Parties with the Registrar of Companies after the last of the approvals or events specified in Clause 39 of the Scheme are satisfied or have occurred or obtained or the requirement of which have been waived (in writing) in accordance with this Scheme. Reference in this Scheme to the date of " coming into effect of this Scheme " or " coming into effect of the Scheme " or " effectiveness of this Scheme " or " effect of this Scheme " or " upon the Scheme becoming effective " or " the Scheme coming into effect " shall mean the Effective Date;

• 6.3. The Scheme shall be operative from the Effective Date, and effective from the Appointed Date.

7. Share Exchange report and accounting treatment:

• 7.1. Copy of valuation of Shares and Exchange Ratio by Arunesh Kumar Dubey, a Registered valuer under the Companies Act, 2013 having registration no. IBBI/RV/03/2020/12786 is attached herewith and marked as Annexure 9.

• 7.2. Copy of Fairness Opinion on Valuation Report obtained on Shares and Exchange Ratio issued by M/s Navigant Corporate Advisors Limited, SEBI registered Merchant Banking Registration Number – INM000012243 is attached herewith and marked as Annexure 10.

• 7.3. The respective Statutory Auditors of each of the companies have issued certificates to the effect that the accounting treatment as prescribed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act.

• 7.4. The aforesaid valuation report(s), fairness opinion(s) and certificate of the Statutory Auditors of the respective companies with respect to Section 133 of the Act are available for inspection at the registered office of the Amalgamated/Applicant Company No.7, as per the inspection details referred in this Explanatory Statement.

• There is no debt restructuring being undertaken pursuant to this Scheme.

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1. Details of approvals, sanctions and intimations in relation to the Scheme:

2. 9.1. Pursuant to the SEBI Circulars read with Regulation 37 of the SEBI Listing Regulations, the Amalgamated Company had filed necessary applications before the BSE and the NSE seeking their no-objection to the Scheme. The Amalgamated Company has received the observation letter from the BSE and NSE on November 25, 2024 and November 26, 2024, respectively (the “Observation Letters”) conveying their noobjection to the Scheme. Copy of the aforesaid Observation Letters are enclosed herewith as Annexure 11

3. 9.2. The Scheme along with related documents was hosted on the website of the Amalgamated Company, the BSE and the NSE and was open for complaints / comments. The Amalgamated Company did not receive any complaint / comment and accordingly a Nil Complaint report was filed with the BSE and the NSE. Further, as on the date of filing the Company Scheme Application, the Amalgamated Company has not received any complaints.

4. 9.3. The Scheme is conditional and subject to necessary sanctions and approvals as set out in clause 39 of the Scheme. The necessary approvals of regulators are pending to be issued as at the date of this Notice and respective CAA-3 shall be issued to them as per the directions received from the NCLT.

9.4. Effect of the Scheme on various stakeholders:

• 9.5. The effect of the Scheme on various stakeholders of the Transferor/Applicant Company No.1 is summarised below:

SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP)	No
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No
8.	Depositors	No

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9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

• 9.6. The effect of the Scheme on various stakeholders of the Transferor/Applicant Company No.2 is summarised below:

SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP) (other than Directors)	No
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No
8.	Depositors	No
9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

• 9.7. The effect of the Scheme on various stakeholders of the Transferor/Applicant Company No.3 is summarised below:

SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP)	No

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	(other than Directors)
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No
8.	Depositors	No
9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

• 9.8. The effect of the Scheme on various stakeholders of the Transferor/Applicant Company No.4 is summarised below:

SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP) (other than Directors)	No
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No
8.	Depositors	No
9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

• 9.9. The effect of the Scheme on various stakeholders of the Transferor/Applicant Company No.5 is summarised below:

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SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP) (other than Directors)	No
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No
8.	Depositors	No
9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

9.10. The effect of the Scheme on various stakeholders of the Transferee /Amalgamating /Applicant Company No. 6 is summarised below:

SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP) (other than Directors)	No
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No

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8.	Depositors	No
9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

• 9.11. The effect of the Scheme on various stakeholders of the Amalgamated /Applicant Company No. 7 is summarised below:

SR. NO.	CATEGORY	EFFECT OF THE SCHEME
1.	Shareholders	No
2.	Promoters / Promoters Group	No
3.	Non-Promoter Shareholders/ group	No
4.	Key Managerial Personnel (KMP) (other than Directors)	No
5.	Directors	No
6.	Creditors	No
7.	Employees of the Company	No
8.	Depositors	No
9.	Debenture holders	No
10.	Deposit trustee and debenture trustee	No

10. Capital Structure pre and post Scheme

The Pre-Scheme capital structure of Applicant Companies are detailed in clause 2 above.

The Post-Scheme capital structure is as follows:

10.1. Transferor/Applicant Company No.1

Upon the Scheme becoming effective, the Transferor/Applicant Company No.1 would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor/Applicant Company No.1.

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10.2. Transferor/Applicant Company No.2

Upon the Scheme becoming effective, the Transferor/Applicant Company No.2 would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor/Applicant Company No.2.

10.3. Transferor/Applicant Company No.3

Upon the Scheme becoming effective, the Transferor/Applicant Company No.3 would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor/Applicant Company No.3 .

10.4. Transferor/Applicant Company No.4

Upon the Scheme becoming effective, the Transferor/Applicant Company No.4 would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor/Applicant Company No.4 .

10.5. Transferor/Applicant Company No.5

Upon the Scheme becoming effective, the Transferor/Applicant Company No.5 would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor/Applicant Company No.5.

10.6. Transferee /Amalgamating / Applicant Company No. 6

Upon the Scheme becoming effective, the Transferee /Amalgamating / Applicant Company No. 6 would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferee /Amalgamating / Applicant Company No. 6.

10.7. Amalgamated /Applicant Company No. 7

Pre-amalgamation and post-amalgamation shareholding pattern of the Amalgamated /Applicant Company No. 7 is attached herewith and marked as Annexure 12

11. Amount due to secured creditors and unsecured creditors:

• 11.1. As per the books of accounts of Transferor/Applicant Company No.1

• 11.1.1. As on September 16, 2024, there are no secured creditors in the Transferor/Applicant Company No.1.

• 11.1.2. As on September 16, 2024, there are 2 unsecured creditors in the Transferor/Applicant Company No.1, having an outstanding balance of Rs.3,10,79,423.

• 11.2. As per the books of accounts of Transferor/Applicant Company No.2

• 11.2.1. As on September 16, 2024, there are no secured creditors in the Transferor/Applicant Company No.2.

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• 11.2.2. As on September 16, 2024, there is 1 unsecured creditor in the Transferor/Applicant Company No.2, having an outstanding balance of Rs.1,37,35,000.

• 11.3. As per the books of accounts of Transferor/Applicant Company No.3

• 11.3.1. As on September 16, 2024, there are no secured creditors in the Transferor/Applicant Company No.3.

• 11.3.2. As on September 16, 2024, there are 14 unsecured creditors in the Transferor/Applicant Company No.3, having an outstanding balance of Rs.33,20,23,382.

• 11.4. As per the books of accounts of Transferor/Applicant Company No.4

• 11.4.1. As on September 16, 2024, there are no secured creditors in the Transferor/Applicant Company No.4.

• 11.4.2. As on September 16, 2024, there is 1 unsecured creditor in the Transferor/Applicant Company No.4, having an outstanding balance of Rs.13,21,57,748.

• 11.5. As per the books of accounts of Transferor/Applicant Company No.5

• 11.5.1. As on September 16, 2024, there are no secured creditors in the Transferor/Applicant Company No.1.

• 11.5.2. As on September 16, 2024, there are 23 unsecured creditors in the Transferor/Applicant Company No.1, having an outstanding balance of Rs.53,41,992.

• 11.6. As per the books of accounts of Transferee /Amalgamating / Applicant Company No. 6

• 11.6.1. As on September 16, 2024, there are 3 secured creditors in the Transferor/Applicant Company No.1, having an outstanding balance of Rs. 18,52,31,539.

• 11.6.2. As on September 16, 2024, there are 414 unsecured creditors in the Transferor/Applicant Company No.1, having an outstanding balance of Rs.30,91,55,141.

• 11.7. As per the books of accounts of Amalgamated/Applicant Company No.7:

• 11.7.1. As on September 16, 2024, there are 2 secured creditors in the Transferor/Applicant Company No.1 having an outstanding balance of Rs.86,67,26,413.

• 11.7.2. As on September 16, 2024, there are 440 unsecured creditors in the Transferor/Applicant Company No.1, having an outstanding balance of Rs.9,55,61,72,790.

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12. Additional information

As per comments contained in the observation letters of BSE and NSE:

• 12.1. Synergies of Business of the Companies involved in the Scheme:

The background and information of the Applicant Companies is, inter-alia, as under:

• 12.1.1. The Amalgamating Company, along with Transferor Companies, has been the second largest mattress manufacturer, with leadership position in southern and eastern parts of the country, apart from sizeable presence in other parts. Also, the Amalgamating Company is approximately 70-year-old company with a very strong brand.

The Board of Directors of the Amalgamated Company in its meeting held on July 17, 2023, had approved the acquisition of the Amalgamating Company, along with Transferor Companies, with a view to further strengthen the leadership position in the mattress and foam segments across the country.

The intent of acquisition of the Amalgamating Company, along with Transferor Companies was always to run all the companies, as one-operation going forward i.e. subsequently amalgamate the companies into a single entity.

• 12.2. Information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval is attached herewith and marked as Annexure 13.

• 12.3. Details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre and post scheme of arrangement is attached herewith and marked as Annexure 14

• 12.4. Latest Net Worth certificate along with statement of assets and liabilities of all the companies involved in the scheme of arrangement for both pre and post the scheme of arrangement is attached herewith and marked as Annexure 15.

• 12.5. Comparison of revenue and net worth of transferor companies with the total revenue and net worth of the Amalgamated Company for last three financial years is attached herewith and marked as Annexure 16.

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• 12.6. Justification for “appointed date” significantly ante-dated beyond a year from the date of filing with NCLT, and how the same is in the interest of public shareholders in terms of General Circular 09/2019 (F. No. 7/12/2019/CL-I), issued by Ministry of Corporate Affairs on August 21, 2019 is attached herewith and marked as Annexure 17

• 12.7. Pursuant to the advice of SEBI, separate note in respect of details of ongoing adjudication & recovery proceedings including details of investigation, if any, pending against the company under the Companies Act, 2013, prosecution initiated and all other enforcement action taken, if any, Applicant Companies and its promoters and directors is attached herewith and marked as Annexure 18

13. Documents available for inspection:

• 13.1. This Notice and all of documents as mentioned in the Index including the following documents will be available for inspection by the equity shareholders of the Company electronically (without any fee) on the website of the Company at www.sheelafoam.com and at its Registered Office at 1002 to 1006, The Avenue International Airport Road, Opp. Hotel Leela, Sahar, Andheri (East), Marol Naka, Mumbai, Maharashtra- 400059 on any working day from the date of circulation of this Notice up to the date of the Meeting and anytime during the Meeting:

• a) latest audited financial statements of the Company including consolidated financial statements;

• b) copy of the order of Tribunal in pursuance of which the meeting is to be convened;

• c) copy of scheme of compromise or arrangement;

• d) contracts or agreements material to the compromise or arrangement;

• e) the certificate issued by Auditor of the company to the effect that the accounting treatment if any proposed in the scheme of compromise or arrangement is in conformity with the accounting standards prescribed under section 133 of the Companies Act, 2013.

• 13.2. The equity shareholders shall be entitled to obtain the extracts from or making or obtaining copies of or for inspection by the members and creditors, the documents listed above.

The equity shareholders seeking any information with regard to the Scheme or any other matter related to the Scheme, are requested to write to the Company at least seven days before the date of the Meeting through e-mail on investorrelation@sheelafoam.com and the same will be replied to by the Company, suitably. Copies of the Scheme and the explanatory statement can be obtained free of charge within 1 (one) working day on a requisition being so made for the same by any person entitled to attend the Meeting at the Registered Office of the Company.

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Ref: NSE/LIST/41153

November 26, 2024

The Company Secretary Sheela Foam Limited 604 Ashadeep, 9 Hailey Road, New Delhi- 110001

Kind Attn.: Mr. Md. Iquebal Ahmad

Dear Sir,

Sub: Observation Letter for draft scheme of arrangement between Belvedore International Limited (Transferor Company 1) and Kanvas Concepts Private Limited (Transferor Company 2) and Kurlon Retail Limited (Transferor Company 3) and Komfort Universe Products and Services Limited (Transferor Company 4) and Starship Value Chain and Manufacturing Private Limited (Transferor Company 5) and Kurlon Enterprise Limited (Transferee Company / Amalgamating Company) and Sheela Foam Limited (Amalgamated Company) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

We are in receipt of captioned draft scheme of arrangement filed by Sheela Foam Limited.

Based on our letter reference no. NSE/LIST/41153 dated September 10, 2024, submitted to SEBI pursuant to SEBI Master Circular dated June 20, 2023 read with Regulation 59A, 94(2) and 94A(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) and SEBI Operational Circular No. SEBI/HO/DDHS/DDHS_PoD-1/P/CIR/2024/48 dated May 21, 2024, SEBI vide its letter dated November 25, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

• c) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Tue, Nov 26, 2024 13:56:27 IST Location: NSE

Non-Confidential

580

Continuation Sheet

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Ref: NSE/LIST/41153 November 26, 2024

• d) The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable.

• e) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable.

• f) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• g) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• h) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.

• i) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.

• j) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• k) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• l) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the Para 10 (a) and (b) of Part I of SEBI Master Circular issued on June 20, 2023 and relevant clauses mentioned in the scheme document.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Tue, Nov 26, 2024 13:56:27 IST Location: NSE

581

Continuation Sheet

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Ref: NSE/LIST/41153 November 26, 2024

• m) The entities involved in the proposed scheme shall not provide any mis-statement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Operational Circular issued on May 21, 2024 and comply with other requirements of the aforesaid Operational Circular.

• n) The listed entities involved in the proposed scheme shall include information pertaining to unlisted entities, if any, in the format specified for abridged prospectus as provided in Part B of Schedule I of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 in the notice or proposal to be sent to the holders of NCDs/NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered Merchant Banker after following the due diligence process.

• o) The listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

• p) The Company shall ensure that the entities involved in the proposed scheme have complied with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.

• q) The Companies shall disclose the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision:

• i. Need, rationale and synergies of the scheme along with its impact on the shareholders.

• ii. Details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre and post scheme of arrangement.

• iii. A write up on the history of the transferor companies.

• iv. Latest Net Worth certificate along with statement of assets and liabilities of all the companies involved in the scheme of arrangement for both pre and post the scheme of arrangement.

• v. Comparison of revenue and net worth of transferor companies with the total revenue and net worth of the transferee company for last three financial years.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Tue, Nov 26, 2024 13:56:27 IST Location: NSE

582

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Ref: NSE/LIST/41153 November 26, 2024

• vi. Justification for “appointed date” significantly ante-dated beyond a year from the date of filing with NCLT, and how the same is in the interest of public shareholders in terms of General Circular 09/2019 (F. No. 7/12/2019/CL-I), issued by Ministry of Corporate Affairs on August 21, 2019.

• vii. The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• r) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Tue, Nov 26, 2024 13:56:27 IST Location: NSE

583

Continuation Sheet

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Ref: NSE/LIST/41153

November 26, 2024

The validity of this “Observation Letter” shall be six months from November 26, 2024, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Khyati Vidwans Senior Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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This Document is Digitally Signed

Signer: KHYATI NANDAN VIDWANS Date: Tue, Nov 26, 2024 13:56:27 IST Location: NSE

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679 A

Post-Merger Balance Sheet as at Sep 30, 2024

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----- Start of picture text -----

As at Sep 30, 2024 Pre-SFL KEL KRL BIL KUPSL SVCM KCPL Elimination Pre-KEL Acquisition Elimination Post-Merger
ASSETS
Non-current assets
Property, plant and equipment 492.35 199.86 1.57 0.09 - 0.49 - - 202.01 161.61 3.06 859.03
Right of use assets 74.50 26.70 3.30 - - - - - 30.00 104.50
Capital work in progress 30.72 4.58 - - - - - - 4.58 (3.06) 32.24
Intangible Assets - 0.98 0.03 - - - - - 1.01 1,408.41 1,409.42
Investment property 2.88 - - - - - - - - 2.88
Investments accounted for using the equity method 2,566.82 17.72 - - - - - (17.72) - (2,000.03) 566.79
Financial assets -
(i) Investment in preference shares - - - - - - - - - -
(i) Other Investments 0.00 - - - - - - - - 0.00
(iii) Loans 75.10 - - - - - - - - 75.10
(iv) Other financial assets 7.54 7.42 2.61 - - 0.06 - - 10.09 17.63
Deferred Tax Asset - - - 0.01 - 0.49 - (0.50) - 216.83 216.83
Non current tax assets (net) 39.40 13.58 0.27 0.06 - - - - 13.91 53.31
Other non-current assets 6.29 3.84 - - - - - - 3.84 10.13
Total non current assets 3,295.60 274.68 7.78 0.16 - 1.04 - (18.22) 265.44 (213.18) - 3,347.86
Current assets
Inventories 221.31 72.36 5.40 - - - - - 77.76 299.07
Financial assets
(i) Investments 449.59 - - - - - - - - 449.59
(i) Trade receivables 241.36 37.70 1.93 1.40 - 6.13 - (26.81) 20.35 (5.66) 256.05
(ii) Cash and cash equivalents 6.27 1.23 0.67 0.27 0.13 0.58 - - 2.88 9.15
(iii) Other bank balances 0.30 2.24 0.04 - - - - - 2.28 2.58
(iv) Loans 1.08 0.62 0.02 - - - - - 0.64 1.72
(v) Other financial assets 7.60 0.53 - - - 1.36 - - 1.89 9.49
Current tax assets (net) - - - - - - - - - -
Other current assets 55.15 31.87 2.74 - 0.75 5.67 0.01 - 41.04 96.19
Total current assets 982.66 146.55 10.80 1.67 0.88 13.74 0.01 (26.81) 146.84 - (5.66) 1,123.84
Assets held for sale/Assets included in disposal group(s) held for sale - 30.07 - - - - - - 30.07 30.07
Total assets 4,278.26 451.30 18.58 1.83 0.88 14.78 0.01 (45.03) 442.35 (213.18) (5.66) 4,501.77
EQUITY AND LIABILITIES
Equity
Equity share capital 54.35 18.28 7.63 0.05 0.05 0.01 0.01 (7.75) 18.28 (18.02) 54.61
Instruments entirely equity in nature - - - - - - - - - -
Other equity 2,698.24 266.53 (28.99) (2.46) (13.63) 11.98 (1.37) 9.02 241.08 (195.16) 2,744.16
Equity attributable to shareholders of the Holding Company 2,752.59 284.81 (21.36) (2.41) (13.58) 11.99 (1.36) 1.27 259.36 (213.18) - 2,798.77
Non-controlling Interest - - - - - - - - - - -
Total equity 2,752.59 284.81 (21.36) (2.41) (13.58) 11.99 (1.36) 1.27 259.36 (213.18) - 2,798.77
Non-current liabilities
Financial liabilities
(i) Borrowings 591.37 - 591.37
(i) Lease liability 41.81 15.42 2.67 - - - - - 18.09 59.90
(ii) Other non current financial liability 16.70 46.76 - 0.56 - - - - 47.32 64.02
Long-term provisions 13.13 10.66 0.08 0.06 0.39 0.73 - - 11.92 25.05
Other non current liabilities 0.16 - 0.16
Deferred tax liabilities (net) 15.23 0.64 - - - - - (0.50) 0.14 15.37
Total non current liability 678.40 73.48 2.75 0.62 0.39 0.73 - (0.50) 77.47 - - 755.87
Current liabilities
Financial liabilities
(i) Borrowings 297.36 13.60 27.91 - 1.41 - 1.37 (30.68) 13.61 310.97
(i) Lease liability 9.48 3.75 2.28 - - - - - 6.03 15.51
(ii) Trade payables -
- Total outstanding dues of micro enterprises and small enterprises 37.65 4.50 - - - - - - 4.50 42.15
- Total outstanding dues of creditors other than micro -
enterprises and small enterprises 197.74 49.24 6.31 3.11 12.53 0.31 - (15.12) 56.38 (5.51) 248.61
(iii) Other financial liabilities 237.34 4.50 0.07 - 0.08 0.10 - - 4.75 242.09
Short-term provisions 11.24 6.16 0.03 0.10 - - - - 6.29 17.53
Current tax liabilities (net) 6.68 (0.24) - - - 1.31 - - 1.07 7.75
Other current liabilities 49.78 11.50 0.59 0.41 0.05 0.34 - - 12.89 (0.15) 62.52
Total current liability 847.27 93.01 37.19 3.62 14.07 2.06 1.37 (45.80) 105.52 - (5.66) 947.13
Total liabilities 1,525.67 166.49 39.94 4.24 14.46 2.79 1.37 (46.30) 182.99 - (5.66) 1,703.00
Total equity and liabilities 4,278.26 451.30 18.58 1.83 0.88 14.78 0.01 (45.03) 442.35 (213.18) (5.66) 4,501.77
0.00 - - - (0.00) - - - - - - 0.00
Consolidated Statement of Profit and Loss for the period ended Sep 30, 2024
Pre-SFL KEL KRL BIL KUPSL SVCM KCPL Elimination Pre-KEL Acquisition Elimination Post-Merger
Revenue from operations 1,105.71 320.53 18.21 2.90 - 17.58 - (31.82) 327.40 (200.37) 1,232.74
Other income 54.00 2.12 0.05 0.02 0.04 1.55 - - 3.78 - 57.78
Total revenue (I + II) 1,159.71 322.65 18.26 2.92 0.04 19.13 - (31.82) 331.18 (200.37) 1,290.52
Consolidated Net Worth as at Sep 30, 2024
Pre-SFL KEL KRL BIL KUPSL SVCM KCPL Elimination Pre-KEL Acquisition Elimination Post-Merger
Equity Share Capital 54.35 18.28 7.63 0.05 0.05 0.01 0.01 (7.75) 18.28 (18.02) - 54.61
Retained earnings 1,557.95 90.01 (38.96) (2.46) (13.63) 11.98 (1.37) 18.99 64.56 (18.95) - 1,603.56
Security premium 1,135.96 148.60 9.97 - - - - (9.97) 148.60 (148.60) - 1,135.96
Capital reserve - 15.06 - - - - - - 15.06 (14.75) - 0.31
General reserve - 12.86 - - - - - - 12.86 (12.86) - -
Share based payment reserve 6.09 - - - - - - - - - - 6.09
Cash flow hedge reserve (1.76) - - - - - - - - - - (1.76)
Other Equity 2,698.24 266.53 (28.99) (2.46) (13.63) 11.98 (1.37) 9.02 241.08 (195.16) - 2,744.16
Total Net worth 2,752.59 284.81 (21.36) (2.41) (13.58) 11.99 (1.36) 1.27 259.36 (213.18) - 2,798.77
- - - - - - - - - - - -
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Annexure 16

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Annexure 17

Justification on Appointed Date (i.e., October 20, 2023) antedate beyond one year from the date of filing of First Motion Application (Petition) before Jurisdictional NCLT (Mumbai bench)

1. Acquisition of 94.66% stake by Sheela Foam Limited (Applicant Company No. 7) in Kurlon Enterprise Limited (Applicant Company No. 6) - The Board of Directors (BOD) of Applicant Company No. 7 in its meeting held on July 17, 2023 had approved the acquisition of Applicant Company No. 6. Accordingly, Applicant Company No. 7 had completed the acquisition of 94.66% stake in Applicant Company No. 6 on October 20, 2023 . Further, Applicant Company No . 7 had acquired additional stake of 2.77% in Applicant Company No. 6 from the existing shareholders in multiple tranches. As of March 31, 2024, Applicant Company No. 7 held 97.43% stake in Applicant Company No. 6.

2. Approval of draft Scheme by BOD – With a view to merge the Applicant Company No. 6 along with its wholly-owned-subsidiaries (Applicant Company No. 1 to Applicant Company No. 5) into Applicant Company No. 7, the BOD of the Applicant Companies had approved the draft Scheme on March 28, 2024.

3. Date of filing of application before BSE and NSE for obtaining their consent / no-objection letter (NOC) - Post approval of the draft Scheme by the BOD of Applicant Companies on March 28, 2024 , the draft Scheme was submitted by Applicant Company No. 7, before Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) (hereinafter referred to as ‘Stock Exchanges’), vide application dated April 10, 2024 , for obtaining their NOC, in compliance with the requirements laid down under Regulation 37 and 59A of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

4. Receipt of NOC from BSE and NSE - Applicant Company No. 7 received the NOC from BSE and NSE on November 25, 2024 and November 26, 2024 respectively.

5. Filing of First Motion Application before NCLT: Upon receipt of NOCs from BSE and NSE, without any further delay, the Applicant Companies have filed Company Application with Mumbai NCLT on December 11, 2024.

Given the above background, we humbly submit that acquisition of significant majority stake by Applicant Company No. 7 in Applicant Company No. 6 was completed on October 20, 2023 . Post completion of such acquisition, BOD of Applicant Companies had duly approved

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the draft Scheme on March 28, 2024 and submitted the application before Stock Exchanges for obtaining NOCs on April 10, 2024. .

NOCs were received by Applicant Company No. 7 from BSE and NSE on November 25, 2024 and November 26, 2024 respectively ( i.e. the process of obtaining NOCs from Stock Exchanges took approx. 7 to 8 months))

Given the above, we humbly submit that Applicant Companies could not file the Application on or before October 20, 2024 , i.e., within one year from the Appointed Date (i.e., October 20, 2023 ).

The said justification for not filing the Scheme within one year from the Appointed Date is reasonable, genuine and not against the public interest. Therefore, the Scheme is in compliance with the Circular Para 6(c) of the said Circulars as reproduced below:

6 (c): “ Where the 'Appointed Date' is chosen as a specific calendar date, it may precede the date of filing of the Application for scheme of merger/amalgamation in NCLT. However, if the 'Appointed Date' is significantly ante-dated beyond a year from the date of filing, the justification for the same would have to be specifically brought out in the scheme and it should not be against public interest .”

Significance of Appointed Date of October 20,2023

As mentioned above, the Applicant Company No. 7 had acquired significant majority stake (~ 94.66%) in Applicant Company No. 6 on October 20, 2023, Further, additional stake of 2.77% was acquired by Applicant Company No. 7 in multiple tranches, over the next 6 months, from the existing shareholders of Applicant Company No. 6. As of March 31, 2024, Applicant Company No. 7 held 97.43% stake in Applicant Company No. 6.

The intent of acquisition of the Applicant Company No. 6 alongwith subsidiaries was always to run all the companies, as one-operation going forward i.e., to amalgamate the companies into a single entity.

Further, keeping Appointed Date as October 20, 2023, would enable the consolidation of books of accounts of Applicant Company No. 6 and its subsidiaries with Applicant Company No. 7. It would provide greater efficiency in cash management and unfettered

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access to the cashflow generated by the combined business, which can be deployed more efficiently to maximize shareholder value.

Given the above, Appointed Date as October 20, 2023, being the date of acquisition of majority stake in Applicant Company No. 6, is in the interest of the companies and their shareholders and is not prejudicial to the public interest in any manner.

Annexure 18

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