November 29, 2016 - December 1, 2016

Sheela Foam IPO Basis of Allotment

Sheela Group ISO 9001 Certified

SHEELA FOAM LIMITED

Our Company was incorporated as 'Sheela Foam Private Limited, a private limited company under the Companies Act, 1956. with a certificate of incorporation issued by the Registrar of Companies, National Capital Territory of Deh and Haryana ('RoC') on June 18, 1971 at Delhi. Our Company became a deemed public Imited company under Section 43A (1A) of the Companies Act, 1956 on July 1.1989 and was restored to its status of private limited company with effect from November 30.1900 as per Section 43 A(4) of the Companies Act. 1956. Our Company was converted to a public limited company pursuant to a special resolution of our shareholders dated April 30,2016 and the name of our Company was changed 10 'Sheela Foam Limited', to reflect the legal siatua of our Company pursuant to a fresh certificate of incorporation granted by the RoC on June 6,2016. For details of changes in the registered office of our Company, see the section Hied History and Certain Corporate Matters' on page 144 of the prospectus dated December 5 2016 ('Prospectus').

Registered Office: C-55. Preet Vihar. New Delhi 110 092, India; Telephone: +91 11 2202 6875: Facsimile: +91 11 2202 6876.
Corporate Office: 37/2,Site-IV,Sahibabad Industrial Area, Ghaziabad 201 010,Utter Pradesh. India
Telephone: +91 120 4162 200; Facsimile: +91 120 4162 282 Contact Person: Mr. Md. Iquebal Ahmad. Company Secretary and Compliant Officer; Telephone: +91120 4162 200; Facsimile: +91 120 4162 282 Company. Contact Person E-mail:iquebal.ahmad@sheelafoam.com; Website: www.sheelafoam.com Corporate Identity Number: U74399DL1971PLC005679

PROMOTERS OF OUR COMPANY: MS. SHEELA GAUTAM, MR. RAHUL GAUTAM AND POLYFLEX MARKETING PRIVATE LIMITED

BASIS OF ALLOTMENT

THE EQUITY SHARES ARE PROPOSED TO BE LISTED ON THE BSE LIMITED ('BSE') AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (''NSE') AND THE TRADING WILL COMMENCE ON DECEMBERS, 2016.

INITIAL PUBLIC OFFERING OF 6,986,301 EQUITY SHARES OF FACE VALUE OF RS 5 EACH ('EQUITY SHARES'') OF SHEELA FOAM LIMITED {'OUR COMPANY') FOR CASH AT A PRICE OF RS 730 PER EQUITY SHARE {THE 'OFFER PRICE'), AGGREGATING TO RS 5,100 MILLION (THE 'OFFER') THROUGH AN OFFER FOR SALE OF 6,986,301 EQUITY SHARES AGGREGATING TO RS 5,100 MILLION BY POLYFLEX MARKETING PRIVATE LIMITED (THE 'SELLING SHAREHOLDER' AND SUCH EQUITY SHARES BEING THE 'OFFERED SHARES'). THE OFFER SHALL CONSTITUTE 14.32% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COM PANY.

THE OFFER PRICE ; RS 730 PER EQUITY SHARE OF FACE VALUE OF RS 5 EACH THE OFFER PRICE IS 146 TIMES OF THE FACE VALUE ANCHOR INVESTOR OFFER PRICE: RS 730 PER EQUITY SHARE.

Risks to Investors:

i. The two Book Running Lead Managers associated with the Offer have handled 25 public offers in ine past three years, out of which 8 offers closed below the offer price on listing date.

ii. There are no listed peers of the Issuer.

iii. The price/earnings ratio based on diluted EPS of Rs 21.48 on consolidated basis and of Rs 18.48 on standalone basis in Fiscal 2016 for the issuer at the Offer Price is as high as 33.99 on consolidated basis and 39.50 on standalone basis, respectively as compared to the NIFTY 50 price earnings ratio of 21.41 (as on November 18, 2016)

iv. The average cost of acquisition of Equity Shares for our Promoters, Sheela Gautam is Rs 0.03', Rahul Gautam is Rs 0.12* and Polyflex Marketing Private Limited, who is also the Selling Shareholder in the Offer is 0.13** and the Offer Price is significantly high at 730.

* Due to unavailability of certain transfer deeds for transfer of shares to and from our individual Promoter, the- average cost of acquisition for our individual Promoters has been calculated without taking transfers into account. See the section titled 'Risk Factors - Certair of our old corporale records required to be submitted with the Registrar of Companies in connection with the allotment of our Equity Shares are- not traceable. In addition, we have incorrectly reported our authorised share capital in theannual returns filed by us for Fiscal Year 2015.' on page 38 of the Prospectus.

** The average cost of acquisition of shares of our Corporate Promoter has been calculated by taking transfers into accounts.The prices for transfers made by and to our Corporate Promoter have been ascertained on the basis of audited balance sheets of our Corporate Promoter for the relevant Fiscal Years.

BID/OFFER OPENED ON NOVEMBER 29, 2016
BID/OFFER CLOSED ON DECEMBER 1, 2016
ANCHOR INVESTOR BIDDING DATE: NOVEMBER 28, 2016

The Offer has been made in terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR') read with Regulation 41 of theSEBI Regulations, wherein a minimum Offer size of at least such percentage of Equity Shares equivalent to a value of Rs 4,000 million (calculated at the Offer Price) was offered to the public and the post-Offer capital of our Company at the Offer Price will be mors than Rs 16,000 million but less than or equal to Rs 40,000 million. The Offer has been made through the Book Building Process in accordance-with Regulation 26(1) of the SEBI Regulations, where in not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIB Portion'). Our Company in consultation with the Book Running Lead Managers, has allocated 60% of the QIB Portion to Anchor Investors ('Anchor Investor Portion') at the Anchor Investor Allocation Price, on a discretionary basis, out of which one third was available for allocation to domestic MutualFund, Subjects to valid Bids being received from domestic Mutual Funds at or above the achor investors Allocation price. Such number of Equity shares respresenting 5% of the net QIB portion were made availbale for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion were made available for allocation on a proportionate basis to QlBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Offer were made available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Offer were made available for allocation to retail individual bidders in accordance with the SEBI Regulations, subject to valid Bids being received from them at or above the offer price such that, subject to availibilty of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportional basis. All Bidders, other than Anchor Investors, were required to participate in the Offer mandatorily through the Applications Supporated by Blocked Amount ('ASBA') process by providing the details of their respective bank accounts in which the corresponding Bid Amount were blocked by the SCSBs. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see the section tilled 'Offer Procedure' on page 413 of the Prospectus.

The Offer received 27,140 Applications for 29,008,820 Equity Shares (before technical rejections) resulting in 4.1522 times subscrioticn. The details of the Applications received in the offer from various categories are as under. (Before technical rejections)

SI no	Category	No. of Applications	No. Of Equity Shares Bid for	No. of Times Subscribed	Amount (In Rs.)
A	Retail Individual Investors	26,986	1,115,060	0.4560	814,028,472.00
B	Non Institutional Investors	87	3,810,440	3.6361	2,781,590,200.00
C	Qualified Institutional Buyers	38	21,714,440	15.5407	15,851,541,200.00
D	Anchor Investors	29	2,368,880	1.1303	1,729,282,400.00
	TOTAL	27,140	29,008,820	4.1522	21,176,442,272.00

Final Demand
A summary of the final demand as per the BSE and the NSE at different Bid prices is as under:

SI NO	Bid Price	No. of Equity Shanes	(%) of Total	Cumulative Total	Cumulative% of Total
1	680	15,380	0.06	15,380	0.06
2	681	320	0.00	15,700	0.06
3	682	300	0,00	16,000	0.06
4	683	20	0.00	16,020	0.06
5	684	60	0,00	16,080	0.06
6	685	760	0,00	16,840	0.06
7	686	40	0,00	16,880	0.06
8	687	140	0.00	17,020	0.06
9	690	1,900	0.01	18,920	0.07
10	695	160	0.00	19,080	0.07
11	698	20	0.00	19,100	0.07
12	699	20	0.00	19,120	0.07
13	700	5,920	0.02	25,040	0.09
14	701	60	0.00	25,100	0.09
15	702	40	0.00	25,140	0.09
16	705	200	0.00	25,340	0.09
17	706	20	0.00	25,360	0.09
18	708	40	0.00	25,400	0.10
19	710	1,060	0.00	26,460	0.10
20	712	20	0.00	26,480	0.10
21	713	20	0.00	26,500	0.10
22	714	840	0.00	27,340	0.10
23	715	80	0.00	27,340	0.10
24	720	840	0.00	28,260	0.11
25	722	20	0.00	28,280	0.11
26	723	60	0.00	28,340	0.11
27	725	120	0.00	28,460	0.11
28	726	20	0.00	28,480	0.11
29	728	80	0.00	28,560	0.11
30	729	140	0.00	28,700	0.11
31	730	25,653,740	96.02	25,682,440	96.13
	CUTOFF	1,035,100	3.87	26,717,540	100.00
	TOTAL	26,717,540	100.00

The Basis of Allotment was finalized in consultation with the designated stock exchange, being BSE on December 6,2016

A. Allotment to Retail Individual Investors (After Technical Rejections)

The Basis of Allotment to the Retail Individual Investor who have Bid at Cut-off Price or at or ahove the Other Price of Rs 730 per Equity Share was linked in consultation with BSE. The category has been subscribed to the extent of 0.4458 times. The total numher of Equity Shares Allotted in this category is 1,090,100 Equity Shares to 26,271 sucessful applicant. The category wise details of the Basis of Allotment are as under

Category	No. of Applications Received	% of Total	Total No. of Equity Shares* Bid for	% to Total	No. of Equity Shares Allotted per Bidder	Ratio	Total No. of Equity Shares Allotted
20	21,997	83.73	439,940	40.36	20	1:1	439,940
40	1,079	4.11	43,160	3.96	40	1:1	43,160
60	490	1.87	29,400	2.70	60	1:1	29,400
80	178	0.68	14,240	1.31	80	1:1	14,240
100	252	0.96	25,200	2.31	100	1:1	25,200
120	126	0 48	15,120	1.39	120	1:1	15,120
140	144	0.55	20,160	1.85	140	1:1	20,190
160	36	0.14	5,760	0.53	160	1:1	5,760
180	104	0.40	18,720	1.72	180	1:1	18,720
200	93	0.35	18,600	1.71	200	1:1	18,600
220	13	0.05	2,860	0.26	220	1:1	2,860
240	20	0.08	4,800	0.44	240	1:1	4,800
260	1,739	6.62	452,140	41.48	26	1:1	452,140
TOTAL	26,271	100.00	1,090,100	100.00			1,090,100

The under Subscribed portion of 13,55,106 Equity Shares in Retail Portion has been spilled over in the ratio of 50:15 to QIB and NIB Portion, respectively.

B. Allotment to Non Institutional Investors (After Technical rejections)

The Basis of Allotment to the Non- Institutional Investors, who have bid at or above the offer price of rs 730 per Equity Share, was finalized in consulation with the BSE. This category has been subscribed to the exttent of 2.7950 times. The Total number of Equity Shares Allotted, on a proprtionate basis, in this category is 1,360,663 (including spill over of 312,717 equity shares from retail portion) Equity Shares to 83 successful applicants.
The category-wise details of the Basis of allotment are as under (Sample):

Category	No. of Applications Received	% of Total	Total No. of Equity Shares applied	% to Total	No. of Equity Shares Allotted per Bidder	Ratio	Total No. of Equity Shares Allotted
300	2	241	600	0.02	108	1:1	216
400	22	26.51	8,800	0.23	143	1:1	3,146
420	1	1.20	420	0.01	150	1:1	150
500	3	3.61	1,500	0.04	179	1:1	537
560	1	1.20	560	0.01	200	1:1	200
620	1	1.20	620	0.02	222	1:1	222
820	1	1,20	820	0.02	293	1:1	293
1,000	1	1.20	1,000	0.03	358	1:1	358
1,020	1	1 20	1,020	0.03	365	1:1	365
1,600	2	2 41	3,200	0.08	573	1:1	1,146
1,700	1	1.20	1,700	0.04	608	1:1	608
2,000	4	4.82	8,000	0.21	716	1:1	2,864
2,180	1	1.20	2,180	0.08	780	1:1	780
2,400	1	1.20	2,400	0.06	859	1:1	859
2,500	1	1.20	2,500	0.07	894	1:1	894

C. Allotment to QIBs (excluding Anchor Investor Portion)

The Basis of Allotment to QIBs who have bid at or above the offer price of Rs 730 per Equity Share has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 8.9006 times. As per the SEBI Regulations, Mutual Funds uere Allocated 5% of the Equity Shares of Net QIB Portion available i.e. 1,21,983 Equity Shares (including spill over of 52,120 Equity Shares from Retail Portion) and other QIB's including Mutual Funds, were alloocated the remaining available 23,17,666 (including spill over of 990,269 Equity Shares from Retail Portion) on proportionate basis. The total number of Equity Shares allotted in the QIB category is 2,439,649 Equity Shares, which were allotted to 38 successful Applicants. The category-wise details of the Basis of Allotment are as under:

Catagory	Fls/Banks	MF's	IC's	Vc's	AIF	FlI/FPC	Other	Total
ALLOTMEMT	-	1,151,754	221,322	176,445	90,195	799,933	-	2.439,840

D. Allotment to Anchor Investors

The Company in consultation with the BRLMs have Allocated 2,095,889 Equity Shares to 14 Anchor Investors though 29 Applications at the Anchor Investor Offer Price of Rs 730 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Category.

Category	Fls/Banks	MF's	IC's	VC's	AIF	FlI/FPC	Others	Total
ALLOTMENT	-	1,233,559	88890	193,360	0	580,080	-	2,095,889

The IPO Committee of the Company at it's meeting held on December 6,2016. has approved the Basis of Allotment of the Equity Shares apprwed by the Designated Stock Exchange, being BSE and Allotted the Equily Shares to various successful Applicants, The Allotment Advice-cum-Refund Intimation and i'or notices will be dispatched to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks have been issued on December 7, 2016. In case ths same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Allotmenl Advice-curn-Refund Intimation and/or notices have been over-printed with the Bank Account details as- registered, if any. with the depositories. The Equity Shares;Allotted to the successful Applicants have been credited on December 7,2016 to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing application with BSE and NSE on December 7, 2016.

Note: All capitalized terms, used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated December 5, 2016 filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer queuing full name of the First/sole Bidders, Serial number of the Bid-Cum-Application form, number of Equity Shares bid for, name of the Member of the Syndicate, place where tha bid was submitted and payment details at the address given balow:

Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound. L.B.S. Marg. Bhandup (West), Mumbai 400 073. Maharashlra. India
Telephone: +91 22 6171 5400; Facsimile: +91 22 2596 0329; Email: sfl.ipo@linkintime.co.in; Investor Grievance: sfl.ipo@linkintime.co.in;
Website: www.linkinlinne.co.in Contact Person: Shanti Gopalkrishanan; SEBI Registrartion: INR000004058

Place: New Delhi Date: December 8,2016	For SHEELA FOAM LIMITED On behalf of the Board of Directors sd/- Company Secretary & Compliance Officer

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTUS OF SHEELA FOAM LIMITED.

Sheela Foam IPO Basis of Allotment FAQs

The IPO allocation is based on the subscription level and the investor category.

Refer to IPO allotment rules and methods for more details.

See the basis of allotment document above to know how the shares are allocated in Sheela Foam IPO .

The Sheela Foam IPO basis of allotment (published above) tells you how shares are allocated to you in Sheela Foam IPO and category wise demand of IPO share.

Visit the Sheela Foam IPO allotment status page to check the number of shares allocated to your application.

In Sheela Foam IPO allotment process, the registrar separates valid and invalid applications. The invalid applications with technical errors are rejected and only valid applications at or above the cut-off price are considered for allotment.

For more information, please refer to IPO Allotment Process and Basis of Allotment.

Check the Sheela Foam IPO basis of allotment document to know how the shares are allocated in Sheela Foam IPO.

Sheela Foam IPO Basis of Allotment

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