Sheela Foam Limited has filed regulatory disclosures with stock exchanges on May 14, 2026, submitting reports from its Audit Committee and Independent Directors certifying the completion of fractional share compensation under the Composite Scheme of Arrangement. The submission was made in compliance with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, within the mandated 7-day timeline following the compensation completion date of May 08, 2026.

Background of the Composite Scheme

The Composite Scheme of Amalgamation involved the merger of Belvedore International Limited, Kanvas Concepts Private Limited, Kurlon Retail Limited, Komfort Universe Products and Services Limited, and Starship Value Chain and Manufacturing Private Limited into Kurlon Enterprise Limited, and further into Sheela Foam Limited. The scheme was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench on September 17, 2025.

Under the scheme, eligible equity shareholders of Kurlon Enterprise Limited as on the record date of January 30, 2026 were allotted equity shares of Sheela Foam Limited on February 03, 2026. The share exchange ratio was set at 52 fully paid-up equity shares of Rs. 5 each of Sheela Foam Limited for every 100 fully paid-up equity shares of Rs. 5 each of Kurlon Enterprise Limited. Pursuant to this, the company allotted a total of 4,88,146 equity shares of Rs. 5 each to eligible shareholders of Kurlon Enterprise Limited, which included 575 equity shares of Rs. 5 each classified as Fractional Shares. The allotted shares rank pari-passu in all respects with the existing fully paid-up equity shares of Sheela Foam Limited.

Treatment of Fractional Shares

In accordance with the provisions of the Scheme and the SEBI Master Circular, the 575 Fractional Shares were allotted directly to the 'Sheela Foam Limited Fractional Shares Trust 2025', managed by Axis Trustee Limited as Trustee. The Fractional Shares were required to be sold in the open market within 90 days from the date of allotment, with net proceeds to be distributed to eligible equity shareholders of Kurlon Enterprise Limited in proportion to their respective fractional entitlements. The shares were sold in the open market at market price on April 22, 2026.

The distribution of sale proceeds, after deduction of applicable expenses, was completed on May 08, 2026. The following table summarises the compensation details:

The amount of ₹16,489.90 remains in the account due to the non-availability or incomplete bank details of certain eligible shareholders. In the event the amount is not claimed by the respective shareholders, it shall be transferred to the Investor Education and Protection Fund (IEPF) or any other funds as specified in accordance with applicable laws and regulations.

Certification by Audit Committee and Independent Directors

The Audit Committee of the Board of Directors of Sheela Foam Limited, at its meeting held on May 14, 2026 in Noida, certified that the company has compensated the eligible equity shareholders by distributing the sale proceeds of the fractional entitlements in accordance with the provisions of the Scheme and the SEBI Master Circular. The report was signed by Audit Committee Chairman Mr. Som Mittal (DIN: 00074842).

The members present at the Audit Committee meeting were:

• Som Mittal
• Ravindra Dhariwal
• Tushaar Gautam
• Neeraj Jain

Separately, the Independent Directors of Sheela Foam Limited also issued a report by way of circular resolution on May 14, 2026, certifying the same distribution of proceeds. The report was approved by the following Independent Directors:

• Som Mittal
• Ravindra Dhariwal
• Anil Tandon
• Meena Jagtiani

The Independent Directors' report was signed by Mr. Som Mittal in his capacity as Independent Director and Authorised Signatory (DIN: 00074842). Both reports were submitted to BSE Limited and the National Stock Exchange of India Limited as required under the applicable regulatory framework. The disclosure was filed by Company Secretary and Compliance Officer Md. Iquebal Ahmad on May 14, 2026.

Sheela Foam Limited has successfully completed the sale of fractional shares arising from its composite scheme of arrangement involving the amalgamation with Kurlon Enterprise Limited. The company has formally communicated to both BSE Limited and the National Stock Exchange of India Limited regarding the completion of the fractional share disposal process on April 22, 2026, with proceeds to be distributed to eligible shareholders through an appointed Trust.

Official Exchange Communication

On April 23, 2026, Sheela Foam Limited submitted an official communication to both stock exchanges regarding the completion of fractional share sales. The communication was signed by Company Secretary & Compliance Officer Md. Iquebal Ahmad and addressed to BSE Limited and the National Stock Exchange of India Limited.

Trust-Based Distribution Mechanism

Pursuant to the composite scheme of arrangement approved by the Hon'ble National Company Law Tribunal, Mumbai Bench, the fractional entitlements arising from the share exchange ratio have been consolidated and allotted to a Trust appointed by the Board. The Trust has sold such consolidated shares in the open market on April 22, 2026, ensuring efficient disposal of fractional holdings.

Proceeds Distribution Process

The net sale proceeds from the fractional share disposal, after deduction of applicable charges and taxes, will be distributed to the eligible shareholders of Kurlon Enterprise Limited in proportion to their respective fractional entitlements. This distribution mechanism ensures that all shareholders receive their complete entitlements from the amalgamation process in monetary form.

Composite Scheme Structure

The comprehensive corporate restructuring involved multiple entities under the composite scheme of arrangement approved under Sections 230 to 232 of the Companies Act, 2013. The scheme encompassed the amalgamation of Belvedere International Limited, Kanvas Concepts Private Limited, Kurlon Retail Limited, Komfort Universe Products and Services Limited, and Starship Value Chain and Manufacturing Private Limited into Kurlon Enterprise Limited, which was subsequently amalgamated into Sheela Foam Limited.

The completion of this fractional share sale represents the final step in the amalgamation process, ensuring that all eligible shareholders receive their complete entitlements from the corporate restructuring. The Trust-based mechanism provides an efficient solution for handling fractional shares while maintaining transparency and regulatory compliance.