Sheela Foam Limited — Proxy Solicitation & Information Statement 2025

Feb 25, 2025

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Date: February 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

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of Notice of Postal ballot/ e-voting (‘Notice’) dated August 02, 2023 being sent to the members.

The Notice seeks the approval of members of the Company through Postal Ballot (only through e-voting) for the following matters:

e-voting) for	the following matters:
Item No. 1	Particulars	**Type of Resolution **
1.	Approval for the Related Party Transactions with Kurlon Enterprise Limited (subsidiary of Sheela Foam Limited) for an amount not exceeding in the aggregate Rs. 1250 crores for the financialyear 2025-26	Ordinary Resolution

Pursuant to the provisions of Section 110 read with section 108 and all other applicable provisions, if any, of the Act, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 ,3/2022 dated 5th May, 2022 , 10/2022 dated December 28, 2022 , 09/2023 dated September 25 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India ('MCA Circulars'), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force),the Notice is being sent only by email to all its members who have registered their email addresses with the Company or depository(ies) / depository participants and whose names are recorded in the Register of Members/ Beneficial owners of the Company as on the Cut-off date i.e. February 21, 2025 (‘Cut-off date’’).

As per delegation of power by the Board of Directors to the executives on January 31, 2025, Mr. Amitabh, Partner, AVA Associates, Company Secretaries, has been appointed as the Scrutinizer for conducting the E-Voting/Postal Ballot process in a fair and transparent manner.

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 Company has engaged the services of MUFG Intime India Private Limited (“MIIPL”) formerly known as Link Intime India Private Limited ("LIIPL") to provide e-voting facility to its members. The e-voting shall commence on Wednesday 26[th] February, 2025, 10:00 AM to Thursday 27[th] March 2025, 05:00 PM. (IST). The e-voting facility shall be disabled by MUFG Intime India Private Limited (“MIIPL”) formerly known as Link Intime India Private Limited ("LIIPL") thereafter.

The Notice shall also be made available on the website of the Company i.e. (https://sheelafoam.com/).

This is for your information and record.

Thanking you,

For Sheela Foam Limited

MD IQUEBAL Digitally signed by MD IQUEBAL AHMAD AHMAD Date: 2025.02.25 18:37:00 +05'30'

Md. Iquebal Ahmad Company Secretary & Compliance Officer

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 Postal Ballot/Electronic Voting (E-Voting) to the Shareholders (Notice issued to members pursuant to Section 110 of the Companies Act, 2013)

Dear Member(s),

Notice is hereby given that pursuant to Section 110 read with Section 108 and other applicable provisions of the Companies Act, 2013, (the Act) if any, read with rule 20 and 22 with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India, each as amended and subject to other applicable laws, rules and regulations, if any, including any statutory modification or re-enactment thereof for the time being in force and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-voting vide General MCA Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, Circular Nos. 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (collectively the ‘MCA Circulars’), to transact the special business as set out herein below by passing Ordinary Resolution by way of postal ballot only by voting through electronic means (‘remote e-voting’).

As per the MCA Circulars, the Company is sending Postal Ballot Notice (the “Notice”) only by email to all its members who have registered their email addresses with the Company or depository(ies) / depository participants. This Notice is accordingly being issued to the members in compliance with the MCA Circulars. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting system.

As per the delegation of Power by the Board to the executives on 31[st] January 2025 Mr. Amitabh, Partner, AVA Associates, Company Secretaries, has been appointed as the Scrutinizer for conducting the E-Voting/Postal Ballot process in a fair and transparent manner.

Detailed explanatory statement setting out the material facts concerning the resolution and instructions for e-voting are annexed to the Notice.

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SPECIAL BUSINESS:

APPROVAL OF RELATED PARTY TRANSACTION WITH KURLON ENTERPRISE LIMITED

To consider, and if thought fit, to pass, with or without modification(s), the following resolution(s) as a Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the applicable rules issued under the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force), Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws and regulations, as amended, supplemented or re-enacted from time to time, and pursuant to the consent of the Audit Committee and the Board of Directors of the Company ((hereinafter referred to as “Board”, which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute), the approval of the members of the Company be and is hereby accorded to the Company to enter into and/or continue the related party transaction(s) / contract(s)/ arrangement(s)/ agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Kurlon Enterprise Limited (“KEL”) subsidiary of the Company, in terms of the explanatory statement to this resolution, on such terms and conditions as may be agreed between the related parties, subject to such related party transaction(s) / contract(s)/ arrangement(s) being carried out at arm’s length and in the ordinary course of business by the related parties of the Company for an amount not exceeding in the aggregate` Rs. 1250,00,00,000/- (Rupees one thousand two hundred fifty crores only), for the financial year 2025-2026;

RESOLVED FURTHER THAT the Board and/or the board of directors (including any duly constituted committee thereof) of the company be and are hereby authorised to do all such acts, deeds, matters and things including but not limited to authorising signatories, deciding on the timing, manner and extent of carrying out the aforesaid activities and to negotiate, finalise and execute agreement(s), arrangement(s), contract(s) and such other document(s), by whatever name called, to make any material modifications to the terms of such related party transactions and to do all such acts, matters and things as may be necessary and to settle any questions or difficulties that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members and to delegate all or any of the powers or authorities herein conferred to any director(s) or other officer(s) of the Company or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary;

RESOLVED FURTHER THAT all actions taken by the Board of the respective subsidiaries in connection with any matter referred to or contemplated in this resolution, be and is hereby approved, ratified and confirmed in all respect.”

By Order of the Board

Date: February 25, 2025 Place: Noida

sd/Md. Iquebal Ahmad Company Secretary and Compliance Officer

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Notes:

• (I) An Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto.

• (II) As per Section 108, 110 and other applicable provisions of the Act read with Rule 20 & 22 of the Rules, cut-off date for the purpose of reckoning the voting rights and sending the Notice is Friday 21[st] February 2025 (“Cut-off date”). A person who is not a member as on the Cut-off date should treat the Notice for information purposes only.

• (III) It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

• (IV) In accordance with the MCA Circulars, the Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members / list of beneficial owners as on the Cutoff date.

• (V) The e-voting shall commence on Wednesday 26[th] February 2025 at 10.00 A.M. (IST) and end on Thursday, 27[th] March, 2025 at 5.00 P.M. (IST). The e-voting module shall be disabled by Instavote platform of MUFG Intime India Private Limited (MIIPL) formerly known as Link Intime India Private Limited (LIIPL) for voting thereafter. During this period, the members of the Company (including those members who may not have received the Notice due to non-registration of their email address with the Company or the Depositories) holding shares in physical form or dematerialized form as on the Cutoff date, may cast their vote by electronic means in the manner as set out here in Note No. (X) below. Once the vote on a resolution is casted by the member, the member shall not be allowed to change it subsequently.

• (VI) The Notice shall also be uploaded on the website of the Company (https://sheelafoam.com ), on the website of MIIPL, the Company’s Registrar and Transfer Agent at https://instavote.linkintime.co.in and on the websites of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

• (VII) The Scrutinizer will submit his/her report to the Chairman, or any other person authorised by him, after scrutiny of the votes cast, on the result of the Postal Ballot within forty-eight hours from the conclusion of the postal ballot e-voting. The Scrutinizer’s decision on the validity of votes cast will be final.

• (VIII) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.sheelafoam.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared by the Chairman or any other person so authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.

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• (IX) The Resolution, if passed by the requisite majority through Postal Ballot by remote e- voting, will be deemed to have been passed on the last date specified for e-voting i.e., 27[th] March, 2025, at 5:00 p.m. (IST).

(X) REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly 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.

• 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.

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• 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.

• 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.

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• 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:

• 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”

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• 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.

• 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”.

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.

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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 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 holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at : 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor 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

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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.

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”.

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Team InstaVote

MUFG Intime India Private Limited Formerly Link Intime India Private Limited

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Explanatory statement pursuant to Sections 102(1) and 110 of the Companies Act, 2013 (‘the Act’)

Related Party Transactions limits with Kurlon Enterprise Limited (KEL) – Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) provides that all material related party transactions and subsequent material modifications as defined by the audit committee under sub-regulation (2) of Regulation 23 shall require prior approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousands crore or ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity whichever is lower. Regulation 2(1)(zc) of SEBI Listing Regulations defines “related party transaction” to mean a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand or (ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract.

During the Audit Committee meeting held on January 31, 2025, the transaction details were reviewed, approved, and recommended to the Board of Directors for further approval and subsequent submission to shareholders for their approval. Subsequently, in the Board meeting on January 31, 2025, the resolution was approved and recommended to shareholders for their approval. The Company proposes to sale, purchase or supply of any goods or materials, selling or otherwise disposing of, or buying, leasing of property of any kind, availing or rendering of any services, appointment of agent for purchase or sale of goods(including capital goods), materials, services or property or otherwise disposing of any goods, materials or property or availing or rendering of any services or appointment of such related party to any office or place of profit in the Company or its subsidiary or associate Company or reimbursement of any transaction at arms’ length pricing and in ordinary course of business of the Company.

The Company is analyzing the best way to use the facility/plant/market channel of newly acquired Kurlon Enterprise Limited. Given that both the companies have specific advantages over each other in terms of efficiently manufacturing and marketing/selling the end products, the companies intend to utilize each other’s facilities and capabilities to operate in the most efficient way. Due to this, the gross related party transactions may increase to the threshold of the limit of the Board. Therefore the Company is seeking approval of the related party transactions with Kurlon Enterprise Limited for the amount not exceeding in the aggregate Rs. 1250,00,00,000/- (Rupees one thousand two hundred fifty crores only), for the financial year 2025-2026.

The details as required under Regulation 23(4) of the SEBI Listing Regulations read with SEBI Circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 (“SEBI Circular”) are set forth in “ Annexure 1 ”.

By Order of the Board

Date: February 25, 2025 sd/Place: Noida Md Iquebal Ahmad Company Secretary and Compliance Officer

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Annexure 1 DETAILS OF MATERIAL RELATED PARTY TRANSACTIONS ENTERED / TO BE ENTERED BETWEEN THE SHEELA FOAM LIMITED AND KURLON ENTERPRISE LIMITED IN TERMS OF THE SEBI CIRCULAR DATED NOVEMBER 22, 2021.

Sr. No.	Particulars	Details
1	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	Kurlon Enterprise Limited (‘KEL’) (CIN U36101MH2011PLC222657) is a material unlisted subsidiary of the Company where in Company holds97.43% of thepaid-upequityshare capital.
2	Type, material terms and particulars of transaction	The Transaction involve: • sale, purchase or supply of any goods or materials • selling or otherwise disposing of, or buying, leasing of property of any kind • availing or rendering of any services • appointment of agent for purchase or sale of goods (including capital goods) • materials, services or property or otherwise disposing of any goods, materials or property or availing or rendering of any services or appointment of such related party to any office or place of profit in the Company or its subsidiary or associate Company • reimbursement of any transaction • royalty • others Material terms and conditions are based on the contracts which inter alia include the rates which are based on prevailing market price and commercial terms as on the date of enteringinto the contract(s).
3	Tenure of the Proposed Transaction	For the financialyear 2025-26
4	Value of the Proposed Transaction	Rs. 1250 Crore
5	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	The Value of the proposed transaction represents: 41.91% of the annual consolidated turnover of the Company for the FY ended March 31, 2024 156.19% of the annual standalone turnover of Kurlon Enterprise Limited for the FY ended March 31, 2024
6	Any advance paid or received for the contract or arrangement,if any	Not Applicable
7	The manner of determining the pricing and other commercial terms, both included as part of the contract and not considered as part of the contract	On an arm’s length basis and as per the applicable pricing guidelines pursuant to applicable local laws in the respective jurisdiction.
8	Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not consideringthose factors	Yes
9	Name of the director or key managerial personnel who is related,if any.	No director or KMP is related to this resolution
10	If the transaction relates to any loans, inter - corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) Details of the source of funds in connection with the proposed transaction ii) Where any financial indebtedness is incurred to make or give loans,	Not Applicable

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	intercorporate deposits, advances or investments: - Nature of indebtedness, - Cost of funds and - Tenure iii) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security. iv) The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT.
11	Justification as to why the RPT is in the interest of the listed entity	Please refer Para 3 of the explanatory statement to this notice.
12	Any valuation or other external report relied upon by the listed entity in relation to the transactions	Not Applicable
13	Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis	Not Applicable
14	Anyother information that maybe relevant	NIL