IMPORTANT NOTICE

YOU MUST READ AND AGREE WITH THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

PLEASE READ THIS DISCLAIMER CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBSITE. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ THIS DISCLAIMER IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME

THIS OFFERING OF THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”).

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the preliminary placement document dated September 20, 2023, in relation to the proposed qualified institutions placement of equity shares of face value ₹5 each (“Equity Shares”) by Sheela Foam Limited (the “Company”) (the “Issue”) filed with BSE Limited and National Stock Exchange of India Limited (the “Stock Exchanges”) (the “Preliminary Placement Document”) following this page and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Preliminary Placement Document. In accessing the Preliminary Placement Document, you have acknowledged and agreed to be bound by the following restrictions, terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that the Preliminary Placement Document is intended for use by you only and you agree not to forward it to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person. None of JM Financial Limited and Nomura Financial Advisory and Securities (India) Private Limited (the “Book Running Lead Managers”) or the Company, or any person who controls any of them or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of this Preliminary Placement Document or its contents or otherwise arising in connection therewith.

THE PRELIMINARY PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED, IN WHOLE OR IN PART, TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. 

INVESTING IN THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE SECTION TITLED “RISK FACTORS” AND THE OTHER INFORMATION CONTAINED IN THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT BEFORE MAKING AN INVESTMENT DECISION.

The Issue and the distribution of the Preliminary Placement Document is being done in reliance on Chapter VI of the SEBI ICDR Regulations. The Preliminary Placement Document is personal to each prospective investor and does not constitute an offer or invitation or solicitation of an offer to the public or to any other person or class of investors, other than Eligible QIBs.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Confirmation of Your Representation: You have accessed the attached Preliminary Placement Document on the basis that you have confirmed your representation, agreement and acknowledgement to the Book Running Lead Managers, that: (1) you are not a resident in a country where delivery of the Preliminary Placement Document by electronic transmission may not be lawfully made in accordance with the laws of the applicable jurisdiction; (2) either (i) you are purchasing the securities described in the Preliminary Placement Document in an “offshore transaction” as defined in, and pursuant to, Regulation S under U.S. Securities Act of 1933, as amended (the “Securities Act”) or (ii) you are a “qualified institutional buyer” as defined in Rule 144A under the Securities Act AND in each case (iii) you consent to delivery of the attached Preliminary Placement Document and any amendments or supplements thereto by electronic transmission; (3) the securities offered hereby have not been registered under the Securities Act; (4) you are the intended recipient of the attached Preliminary Placement Document and are a “Qualified Institutional Buyer” as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations and are not restricted from participating in the offering under the SEBI ICDR Regulations, including Regulations 179(2)(b) of the SEBI ICDR Regulations and other applicable laws including FEMA Non-Debt Rules (“FEMA Rules”), namely (i) “Qualified Institutional Buyers” which are resident in India; and (ii) Eligible FPIs, participating through Schedule II of the FEMA Rules. Further, except as provided in (ii) above, FVCIs, multilateral or bilateral development financial institution, AIFs and VCFs whose sponsor and manager is not Indian owned and controlled in terms of the FEMA Rules are not permitted to participate in the Issue; (5) you undertake to (i) acquire, hold, manage or dispose of any Equity Shares that are Allocated to you in accordance with Chapter VI of the SEBI ICDR Regulations, the Companies Act, and all other applicable laws; and (ii) undertake to comply with the SEBI ICDR Regulations, the Companies Act and all other applicable laws, including any reporting obligations, if any; (6) you are eligible to invest in India under applicable law, including the FEMA Rules, and have not been prohibited by SEBI or any other regulatory authority, statutory authority or otherwise, from buying, selling, or dealing in securities or otherwise accessing capital markets in India; (7) You are permitted to subscribe for and acquire the Equity Shares under the laws of all relevant jurisdictions that apply to you and that you have fully observed such laws and you have necessary capacity, have obtained all necessary consents, governmental or otherwise, and authorisations and complied and shall comply with all necessary formalities, to enable you to participate in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorisations to agree to the terms set out or referred to in the attached Preliminary Placement Document), and will honour such obligations; (8) you agree and acknowledge that if you are allotted more than 5% of the equity shares in the Issue, the Company shall be required to disclose your name and the number of equity shares allotted to you to the Stock Exchanges, and they will make the same available on their website and you consent to such disclosures; and (9) that you consent to delivery of the attached Preliminary Placement Document and any amendments or supplements thereto by electronic transmission. The attached Preliminary Placement Document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Company, the Book Running Lead Managers, and any of their respective affiliates or any person who controls any of them, or any of their respective directors, officers, employees or agents or any affiliates of any such person, accepts any liability or responsibility whatsoever in respect of any discrepancies between the Preliminary Placement Document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request. If you are not the intended recipient of the attached Preliminary Placement Document, you are hereby notified that any dissemination, distribution or copying of the attached Preliminary Placement Document is strictly prohibited. If you have received the attached Preliminary Placement Document in error, please immediately notify the sender or the Book Running Lead Managers by reply email and destroy the email received and any printouts of it. Further, nothing contained in this electronic transmission constitutes an offer or an invitation or solicitation of an offer or an offer or invitation to the public under any applicable law, by or on behalf of either the Company or the Book Running Lead Managers to subscribe for or purchase any of the Equity Shares described in the attached Preliminary Placement Document. The attached Preliminary Placement Document has not been and will not be registered as a prospectus with any registrar of companies in India and is not and should not be construed as an offer document under the SEBI ICDR Regulations or any other applicable law. The attached Preliminary Placement Document has not been and will not be reviewed or approved by any regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India, any registrar of companies in India. The attached Preliminary Placement Document is not and should not be construed as an invitation, offer or sale of any securities to the public in India.

Restrictions: The attached Preliminary Placement Document and notice are being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Preliminary Placement Document. In making an investment decision, investors must rely on their own examination of the merits and risks involved. You are advised that the information in the attached Preliminary Placement Document is not complete and may be changed at any time without notice.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or invitation or solicitation in any place where offers, invitations or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and Book Running Lead Manager or any affiliate of the Book Running Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Book Running Lead Manager or such affiliate on behalf of the Company in such jurisdiction. Nothing in this electronic transmission constitutes an offer or an invitation or solicitation of an offer or an offer or invitation to the public under any applicable law, by or on behalf of either the Company or the Book Running Lead Managers to subscribe for or purchase any of the Equity Shares described in the attached Preliminary Placement Document.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD (A) WITHIN THE UNITED STATES EXCEPT ON A PRIVATE PLACEMENT BASIS TO CERTAIN INSTITUTIONAL INVESTORS IN TRANSACTIONS NOT REQUIRING REGISTRATION UNDER THE SECURITIES ACT OR, (B) IN “OFFSHORE TRANSCATIONS” AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE LOCAL SECURITIES LAWS.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Company or the Book Running Lead Managers to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute a “general solicitation” or “general advertising” (within the meaning of Regulation D under the Securities Act) or “directed selling efforts” (as defined in Regulation S under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and a Book Running Lead Manager or any affiliate of a Book Running Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by that Book Running Lead Manager or any of its respective eligible affiliates on behalf of the Company in such jurisdiction.

You are reminded that you have accessed the attached Preliminary Placement Document on the basis that you are a person into whose possession this Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, you must delete any electronic copies of the Preliminary Placement Document and destroy any printed copies of the Preliminary Placement Document.

YOU MAY NOT NOR ARE YOU AUTHORIZED TO DELIVER OR FORWARD THIS DOCUMENT, ELECTRONICALLY OR OTHERWISE, OR DISCLOSE THE CONTENTS OF THE PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL BE UNABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

You are reminded that no representation or warranty, expressed or implied, is made or given by or on behalf of any Book Running Lead Manager named herein, nor any person who controls them or any director, officer, employee or agent of them, or affiliate or associate of any such person as to the accuracy, completeness or fairness of the information or opinions contained in this document and such persons do not accept responsibility or liability for any such information or opinions.

Actions That You May Not Take: You should not reply by e-mail to this document, and you may not purchase any of the Equity Shares described in the attached pre-numbered Preliminary Placement Document by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. You may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) FORWARD, DISTRIBUTE OR DELIVER THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) REPRODUCE THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISSEMINATION, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Please note that forms downloaded and used for subscription to the QIP in contravention of the above will be rejected with no recourse to the Book Running Lead Managers, the Bank, nor any of their respective affiliates, their directors, officers or employees.

You are responsible for protecting against viruses and other destructive items.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Preliminary Placement Document attached hereto.