MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in this Draft Prospectus. You should also read the section entitled Risk Factors beginning on page 29, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our consolidated restated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (Fiscal Year) are to the twelve-month period ended March 31 of that year.
The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our peer review auditors report which is included in this Draft Prospectus under the section titled Restated Financial Information beginning on page 191 of this Draft Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.
This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under Risk Factors and Forward Looking Statements beginning on pages 29 and 19 respectively, and elsewhere in this Draft Prospectus Accordingly, the degree to which the financial statements in this Draft Prospectus will provide meaningful information depend entirely on such potential investors level of familiarity with Indian accounting practices. Please also refer to section titled Presentation of Financial, Industry and Market data beginning on page 17 of this Draft Prospectus.
Business Overview
We are primarily engaged in the business of manufacturing, distribution, marketing and selling of polyurethane foam (PU Foam), mattresses and other allied home comfort products targeted primarily at Indian consumers. We also manufacture Industrial grades of PU Foam that is used in a wide range of industries in India.
Our Company was originally incorporated at Haryana as Sham Foam Private Limited on June 26, 2020 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation issued by the Registrar of Companies, Central Registration Centre. Pursuant to the resolution passed by the shareholders at Extra-Ordinary General Meeting held on August 10, 2024, the Company was converted into a Public Limited Company, and its name was changed from Sham Foam Private Limited to vide fresh certificate of incorporation dated September 20, 2024 issued by the Registrar of Companies, Central Processing Centre. For further details please refer to chapter titled History and Corporate Structure beginning on page 156 of this Draft Prospectus.
We offer a diversified product portfolio catering to consumers with varied preferences and requirements. Our foam-based product line comprises mattresses, pillows, furniture-cushions, cushions as well as PU foam cores utilised for manufacturing finished home comfort products. Our Company specializes in manufacturing of customized Polyurethane (PU) Foam and Mattress to suit the specific requirements of our customers. Our mattresses are primarily offered under our brand Featherfresh and Restivia range, includes both pure foam mattresses as well as hybrid mattress combining spring and rebounded foam, that are capable of bespoke customisation as per the requirements of consumers.
Further, our pillow and cushions are primarily offered under the brand Featherfresh range , comprises PU Foam that constitutes upholstery material of different densities to ensure greater comfort and durability.
Our company is engaged in the manufacture and supply of Polyurethane (PU) Foam, catering primarily to the mattress and furniture industry, as well as applications in sports products, seat cover, Shoes, innerwear, jackets and related apparel. We also specialize in PU foam production, supplying customized grades/ density as per customer requirements. Certain finished products, such as pillows, are manufactured on a job-work basis through third-party manufacturers, as per customer specifications.
We are a full-stack vertically integrated company, enabling us to control every aspect of our operations, from conceptualizing, designing and engineering our products to manufacturing, distributing and providing customer experience and engagement.
We currently own and operate from our state of art manufacturing facility accredited with ISO 9001:2015 and BIS Certification no. IS 7933:2022 for quality management systems and situated in an area of 2,04,460 sq. feet at Khasra No. 18/16/2, Shahzadpur Yamunanagar Road, Nh-344, Village Rajpura, Tehsil Shahzadpur, Ambala, Shahzadpur, Ambala, Ambala City, Haryana, India, 134202. Our installed capacity for foam production in India is currently at 15,000 TPA. Our manufacturing facility is strategically located near to majority of our customers manufacturing facilities allowing us to optimise our deliveries, reduce lead times and facilitate greater interaction with our customers.
For details about Business Overview, please refer chapter titled Our Business on page 124 of this Draft Prospectus.
Key Performance Indicators of our Company:
Financials KPIs of our Company
(Amount in Lakhs, except for percentage)
| For the Period ended on | ||||
| Particulars | 30.09.2025 | 31.03. 2025 | 31.03. 2024 | 31.03. 2023 |
| Revenue from operations | 3,786.80 | 8,114.82 | 7,372.86 | 7,982.30 |
| Growth in Revenue from Operations (%) | - 53.33% | 10.06% | - 7.63% | 13.33% |
| Total Income | 3,796.65 | 8,162.06 | 7,389.18 | 8,053.18 |
| EBITDA | 406.86 | 469.17 | 443.00 | 134.36 |
| EBITDA margin (%) | 10.74% | 5.78% | 6.01% | 1.68% |
| PAT | 319.39 | 358.19 | 296.64 | 69.66 |
| PAT Margin (%) | 8.43% | 4.41% | 4.02% | 0.87% |
| ROE (%) | 22.72% | 33.56% | 56.03% | 51.24% |
| ROCE (%) | 17.81% | 22.56% | 23.79% | 9.56% |
| EPS (Basic & Diluted) | 3.81 | 4.28 | 3.57 | 0.84 |
Source: The Figure has been certified by our Peer review auditors M/s. Vijay Gupta & Jain; Chartered Accountants vide their certificate dated 5 th January, 2026.
Notes:
? Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
? Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period.
? EBITDA is calculated as profit for the period / year, plus tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years), Interest Expenses and depreciation and amortization expenses minus other Income.
? EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
? Profit After Tax Means Profit for the period/year as appearing in the Restated Financial Statements.
? PAT Margin (%) is calculated as Profit for the year/period as a percentage of Revenue from Operations.
? RoE (Return on Equity) (%) is calculated as net profit after tax for the period/ year divided by Average Shareholder Equity.
? RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by average capital employed. Capital Employed includes Equity Shares, Reserves and surplus, Long- Term Borrowing.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL STATEMENTS
In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Draft Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except the following:
? Board of Directors in its meeting held on 9th December, 2025 has approved issue of shares through Initial Public offer and increase in Borrowing power.
? Shareholders of the Company its meeting held on 31st December, 2025 has approved issue of shares through Initial Public offer and increase in Borrowing power.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled Risk Factors beginning on page 29 of this Draft Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:
? General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;
? Changes in consumer demand;
? Failure to successfully upgrade our product portfolio, from time to time;
? Any change in government policies resulting in increases in taxes payable by us; Our ability to retain our key managements persons and other employees;
? Our failure to keep pace with rapid changes in technology; Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
? Companys ability to successfully implement its growth strategy and expansion plans;
? Global distress due to pandemic, war or by any other reason;
? The occurrence of natural disasters or calamities;
? Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
DISCUSSION ON RESULT OF OPERATION
The following discussion on result of operations should be read in conjunction with the restated financial statements of our Company for the Financial Years ended March 31, 2025, 2024 and 2023 and six months ended September 30, 2025.
SUMMARY OF MAJOR ITEMS OF INCOME AND EXPENDITURE
Revenues:
Income from operations :
Our principal component of revenue from operations. Revenue from operations include revenue from sale of foam and foam mattress.
Our revenue from operations as a percentage of total revenue is as follows:
(Rs. In Lakhs)
| Particulars | 30.09.2025 | 31.03.2025 | 31.03.2024 | 31.03.2023 |
| Revenue from Operations | 3786.80 | 8114.82 | 7372.86 | 7982.30 |
| As a % of Total Revenue | 99.74% | 99.42% | 99.78% | 99.12% |
Other Income:
Our other income mainly includes Interest income and discount received.
(Rs. In Lakhs)
| Particulars | 30.09.2025 | 31.03.2025 | 31.03.2024 | 31.03.2023 |
| Other Income | 9.85 | 47.24 | 16.32 | 70.88 |
| As a % of Total Revenue | 0.26% | 0.58% | 0.22% | 0.88% |
Expenditure:
Our total expenditure primarily consists of Cost of Material, Employee benefit expenses, Operational and Selling Expenses, finance cost and depreciation.
Employee benefits expense
Our employee benefits expense primarily comprise of salaries and wages expenses and staff welfare expenses.
Depreciation & Amortization
Depreciation includes depreciation on tangible assets like furniture & fixtures, computers and office equipment.
Other Expenses
Other Expenses includes Diesel & Petrol Expenses, Electricity Expenses, Rent, Repairs & Maintenance, Freight & Cartage Expenses, Travelling Expenses and other expenses.
Statement of profits and loss
The following table sets forth, for the fiscal years indicated, certain items derived from our Companys restated financial statements, in each case stated in absolute terms and as a percentage of total sales and/or total revenue:
(Rs. In Lakhs)
| Particulars | 30.09.2025 | 31.03.2025 | 31.03.2024 | 31.03.2023 |
| Revenue from Operations | 3786.80 | 8114.82 | 7372.86 | 7982.30 |
| As a % of Total Revenue | 99.74% | 99.42% | 99.78% | 99.12% |
| Other Income | 9.85 | 47.24 | 16.32 | 70.88 |
| Particulars | 30.09.2025 | 31.03.2025 | 31.03.2024 | 31.03.2023 |
| As a % of Total Revenue | 0.26% | 0.58% | 0.22% | 0.88% |
| Total Income (A) | 3796.65 | 8162.06 | 7389.18 | 8053.18 |
| Expenditure | ||||
| Cost of materials consumed | 3008.96 | 6598.89 | 6552.39 | 7675.87 |
| As a % of Total Revenue | 79.25% | 80.85% | 88.68% | 95.31% |
| Changes in Inventories of stock in trade | -19.54 | 321.71 | - 59.59 | -217.11 |
| Employee Benefit Expenses | 150.35 | 248.11 | 182.09 | 134.58 |
| As a % of Total Revenue | 3.96% | 3.04% | 2.46% | 1.67% |
| Finance Cost | 9.01 | 22.13 | 43.24 | 50.43 |
| As a % of Total Revenue | 0.24% | 0.27% | 0.59% | 0.63% |
| Operational and Other Expenses | 234.07 | 462.14 | 243.28 | 250.05 |
| As a % of Total Revenue | 6.17% | 5.66% | 3.29% | 3.10% |
| Depreciation and Amortization Charges | 28.25 | 66.12 | 64.62 | 74.50 |
| As a % of Total Revenue | 0.74% | 0.81% | 0.87% | 0.93% |
| Total Expenditure (B) | 3411.11 | 7719.11 | 7026.04 | 7968.32 |
| As a % of Total Revenue | 89.85% | 94.57% | 95.09% | 98.95% |
| Profit before exceptional and extraordinary items and tax (C=A- B) | 385.55 | 442.95 | 363.14 | 84.86 |
| As a % of Total Revenue | 10.15% | 5.43% | 4.91% | 1.05% |
| Exceptional items (D) | - | - | - | - |
| Profit before extraordinary items and tax (E=C- D) | 385.55 | 442.95 | 363.14 | 84.86 |
| Extraordinary items (F) | - | - | - | - |
| Net Profit before Tax (G=E- F) | 385.55 | 442.95 | 363.14 | 84.86 |
| As a % of Total Revenue | 10.15% | 5.43% | 4.91% | 1.05% |
| Less: Provision for Taxes (H) | ||||
| Current Tax | 66.09 | 85.33 | 66.49 | 16.85 |
| Deferred Tax Liability/ (Assets) | 0.07 | - 0.58 | 0.02 | - 1.65 |
| Earlier Tax | - | - | - | - |
| Profit (Loss) for the period (G- H) | 319.39 | 358.19 | 296.64 | 69.66 |
| As a % of Total Revenue | 8.41% | 4.39% | 4.01% | 0.87% |
REVIEW OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2025
The total revenue was Rs. 3,796.65 lakhs for period ended September 30, 2025.
Revenue from Operations
Our revenue from operations was Rs. 3786.80 lakhs which was about 99.74% of the total revenue for the period of six months ended September 30, 2025. The revenue from operations consisted of revenue from sale of our products.
Other Income
Our other income was Rs. 9.85 lakhs which is 0.26% of our total revenue. Our other income comprised Interest income, income from rebate and discounts and GST subsidy.
Total Expenses
Our total expenditure primarily consists of Cost of materials consumed, Finance cost, employee benefit expenses, depreciation and operational & other expenses.
Cost of materials consumed:
The Cost of materials consumed for the period ended September 30, 2025 were Rs. 3008.96 Lakhs which was about 79.25% of the total revenue.
Changes in inventories:
Our changes in inventories amounted to Rs. (19.54) lakhs for the six months ended September 30, 2025. This was due to increase in inventory maintained at our end.
Employee benefits expense
Our employee benefits expense was Rs. 150.35 lakhs which is 3.96% of our total revenue for the period ended September 30, 2025 and primarily comprise of salaries and wages, staff welfare expense.
Finance Costs
Our finance costs were Rs. 9.01 lakhs which is 0.24% of our total revenue for the period ended September 30, 2025 and mainly includes interest on bank borrowings, other interest charges and other charges.
Depreciation
Depreciation expenses were Rs. 28.25 lakhs which is 0.74% of our total revenue for the period ended September 30, 2025 and mainly includes depreciation on tangible assets like plant and machinery, vehicles, etc.
Operational and Other Expenses
Other expenses were Rs. 234.07 lakhs which is 6.17% of our total revenue for the period ended September 30, 2025 which mainly includes conveyance and travelling expenses, rent & maintenance expenses, miscellaneous expenses, and other expenses.
Profit before tax
Our Profit before tax was Rs. 385.55 lakhs which is 10.15% of our total revenue for the period of six months ended September 30, 2025. The increase in our profit was attributed to reduction in Cost of material consumed and reduction in change in Inventory.
Taxation expense and Profit after Tax
Our taxation expense for the period ended September 30, 2025 was Rs. 66.16 lakhs which is 1.74% of our total revenue for the six months ended September 30, 2025. It comprised of current taxation of Rs. 66.09 lakhs.
Net profit after tax was Rs. 319.39 lakhs which is 8.41% of our total revenue for the period of six months ended September 30, 2025 which is in line with increase in revenue from business operations and reduction in expenditure.
COMPARISON OF FY 2024-25 WITH FY 2023- 24:
Total Revenue
Our total revenue Increased by 10.46% to Rs. 8162.06 lakhs for the financial year 2024-25 from Rs. 7389.18 lakhs for the financial year 2023-24 due to the factors described below:
Revenue from operations
Our revenue from operations increased by 10.06% to Rs. 8114.82 lakhs for the financial year 2024-25 from Rs. 7372.86 lakhs for the financial year 2023-24. The Increase was mainly due to increase in our business operations marginally.
Other Income
Our other income increased by 189.45% to Rs. 47.24 lakhs for the financial year 2024-25 from Rs. 16.32 lakhs for the financial year 2023-24. This was mainly due to increase in interest income and other income.
Total Expenses
Our total expenses increased by 9.86% to Rs. 7719.11 lakhs for the financial year 2024-25 from Rs. 7026.04 lakhs for the financial year 2023-24, due to the factors described below:
Cost of Material Consumed:
Our costs of material consumed increased by 0.71% to Rs. 6598.89 lakhs in FY 2024-25 from Rs. 6552.39 lakhs in FY 2023-24. The increase in material consumption was due to increase in our business operations.
Changes in inventories:
Our changes in inventories were increased by 639.87% to Rs. 321.71 lakhs for the financial year 2024-25 from Rs. (59.59) lakhs for the financial year 2023-24. This was due to higher level of inventory maintained at our end.
Employee benefits expenses:
Our employee benefit expenses increased by 36.26% to Rs. 248.11 lakhs for the financial year 2024-25 from Rs. 182.09 lakhs for the financial year 2023-24. The increase was mainly due to increase in salaries & incentives, directors remuneration, staff welfare expenses. Increase in our salary & wages was mainly due to increase in number of employees as well as increase in salaries and wages of employees.
Finance costs :
Our finance costs decreased by 48.81% to Rs. 22.13 lakhs for the financial year 2024-25 from Rs. 43.24 lakhs for the financial year 2023-24. The decrease was mainly on account of decrease in borrowings. decrease in interest expense was primarily due to less utilization of our borrowings.
Depreciation and amortisation expense:
Our depreciation and amortization expense increased by 2.32% to Rs. 66.12 lakhs for the financial year 2024-25 from Rs. 64.62 lakhs for the financial year 2023-24. This is due to increase in Fixed assets.
Operational and Other expenses:
Our Operational and other expenses increased by 89.96% to Rs. 462.14 lakhs for the financial year 2024-25 from Rs. 243.28 lakhs for the financial year 2023-24. The increase is in line with increase in business operations during the financial year 2024-25. The increase was mainly due to increase in Freight & Cartage charges, and other operational & Other expenses.
Profit before tax:
Our profit before tax increased by 21.97% to Rs. 442.95 lakhs for the financial year 2024-25 from Rs.
363.14 lakhs for the financial year 2023-24. The increase was mainly attributed to reduction in proportionate cost of material consumed.
Tax expenses :
Our tax expenses increased by 27.44% to Rs. 84.76 lakhs for the financial year 2024-25 from Rs. 66.51 lakhs for the financial year 2023-24 which was due to increase in current tax expense by Rs. 18.84 lakhs. This is in line with increase in profits.
Net profit after tax:
Our profit after tax increased by 20.75% to Rs. 358.19 lakhs for the financial year 2024-25 from Rs. 296.64 lakhs for the financial year 2023- 24 due to reasons mentioned above.
COMPARISON OF FY 2023-24 WITH FY 2022- 23:
Total Revenue
Our total revenue decreased by 8.25% to Rs. 7389.18 lakhs for the financial year 2023-24 from Rs. 8053.18 lakhs for the financial year 2022-23 due to the factors described below:
Revenue from operations
Our revenue from operations decreased by 7.63% to Rs. 7372.86 lakhs for the financial year 2023-24 from Rs. 7982.30 lakhs for the financial year 2022-23. The decrease was mainly due to decrease in our business operations marginally.
Other Income
Our other income decreased by 76.98% to Rs. 16.32 lakhs for the financial year 2023-24 from Rs. 70.88 lakhs for the financial year 2022-23. This was mainly due to decrease in interest income and other factors.
Total Expenses
Our total expenses decreased by 11.83% to Rs. 7026.04 lakhs for the financial year 2023-24 from Rs. 7968.32 lakhs for the financial year 2022-23, due to the factors described below:
Cost of Material Consumed:
Our costs of material consumed decreased by 14.64% to Rs. 6552.39 lakhs in FY 2023-24 from Rs. 7675.87 lakhs in FY 2022-23. The decrease in material consumption was due to decrease in our business operations and cost of material used in production of the products.
Changes in inventories:
Our changes in inventories were increased by 72.55% to Rs. (59.59) lakhs for the financial year 2023-24 from Rs. (217.11) lakhs for the financial year 2022-23. This was due to higher level of inventory maintained at our end.
Employee benefits expenses:
Our employee benefit expenses increased by 35.30% to Rs. 182.09 lakhs for the financial year 2023-24 from Rs. 134.58 lakhs for the financial year 2022-23. The increase was mainly due to increase in salaries & incentives, directors remuneration, staff welfare expenses. Increase in our salary & wages was mainly due to increase in number of employees as well as increase in salaries and wages of employees.
Finance costs :
Our finance costs decreased by 14.25% to Rs. 43.24 lakhs for the financial year 2023-24 from Rs. 50.43 lakhs for the financial year 2022-23. The decrease was mainly on account of decrease in borrowings. decrease in interest expense was primarily due to less utilization of our borrowings.
Depreciation and amortisation expense:
Our depreciation and amortization expense decreased by 13.26% to Rs. 64.62 lakhs for the financial year 2023-24 from Rs. 74.50 lakhs for the financial year 2022-23. This is due to decrease in Fixed assets.
Operational and Other expenses:
Our Operational and other expenses decreased by 2.71% to Rs. 243.28 lakhs for the financial year 2023-24 from Rs. 250.05 lakhs for the financial year 2022-23. The decrease is in line with decrease in business operational cost during the financial year 2023-24. The decrease was mainly due to decrease in other operational & Other expenses.
Profit before tax:
Our profit before tax increased by 327.91% to Rs. 363.14 lakhs for the financial year 2023-24 from Rs.
84.86 lakhs for the financial year 2022-23. The increase was mainly attributed to reduction in proportionate cost of material consumed.
Tax expenses :
Our tax expenses increased by 337.46% to Rs. 66.51 lakhs for the financial year 2023-24 from Rs. 15.20 lakhs for the financial year 2022-23 which was due to increase in current tax expense by Rs. 49.64 lakhs. This is in line with increase in profits.
Net profit after tax:
Our profit after tax increased by 325.83% to Rs. 296.64 lakhs for the financial year 2023-24 from Rs. 69.66 lakhs for the financial year 2022- 23 due to reasons mentioned above.
CASH FLOWS
As per Restated Financial Statements
The table below is our cash flows for the financial years March 31, 2025, 2024 and 2023 and six months ended 30 th September, 2025:
(Amount in Rs. Lakhs)
| Particulars | 30.09.2025 | 31.03.2025 | 31.03.2024 | 31.03.2023 |
| Net Cash Flow from Operating Activities (A) | 80.67 | 21.64 | 730.22 | (398.58) |
| Net Cash Flow from Investing Activities (B) | (17.13) | (30.55) | (71.87) | (38.29) |
| Net Cash Flow from Financing Activities (C) | (212.57) | (96.47) | (440.27) | 498.73 |
| Net Increase / (Decrease) in Cash & Cash Equivalents | (149.03) | (105.37) | 218.09 | 61.85 |
| Cash and cash equivalents at the beginning of the year / Period | 254.44 | 359.81 | 141.72 | 79.86 |
| Cash and cash equivalents at the end of the year/ Period | 105.41 | 254.44 | 359.81 | 141.72 |
Cash Flows from Operating Activities
For the period ended September 30, 2025
Net cash inflow from operating activities for the period ended September 30, 2025 was Rs. 80.67 lakhs. Our operating profit before working capital changes was Rs. 416.66 Lakhs, which was primarily adjusted by increase in debtors, decrease in inventory & increase in short-term loans and advances, and increase in current liabilities and decrease in trade payables.
For the year ended March 31, 2025
Net cash inflow from operating activities for the year ended March 31, 2025 was Rs. 21.64 lakhs. Our operating profit before working capital changes was Rs. 516.36 Lakhs, which was primarily adjusted by increase in debtors, decrease in inventory & increase in short-term loans and advances, and increase in current liabilities and increase in trade payables.
For the year ended March 31, 2024
Net cash inflow from operating activities for the year ended March 31, 2024 was Rs. 730.22 lakhs. Our operating profit before working capital changes was Rs. 459.28 Lakhs, which was primarily adjusted by increase in debtors, increase in inventory & increase in short-term loans and advances, and Increase in short term provisions, decrease in current liabilities and increase in trade payables.
For the year ended March 31, 2023
Net cash inflow from operating activities for the year ended March 31, 2023 was Rs. (398.58) lakhs. Our operating profit before working capital changes was Rs. 205.15 Lakhs, which was primarily adjusted by increase in debtors, increase in inventory & decrease in short-term loans and advances, and increase in current liabilities and decrease in trade payables.
Cash Flows from Investment Activities
For the period ended September 30, 2025
Net cash flow used in investing activities for the period ended September 30, 2025, was Rs. (17.13) lakhs. This was primarily on account of purchase of fixed assets.
for the year ended March 31, 2025
Net cash flow used in investing activities for the year ended March 31, 2025, was Rs. (30.55) lakhs. This was primarily on account of purchase of fixed assets.
for the year ended March 31, 2024
Net cash flow used in investing activities for the year ended March 31, 2024, was Rs. (71.87) lakhs. This was primarily on account of purchase of fixed assets.
for the year ended March 31, 2023
Net cash flow used in investing activities for the year ended March 31, 2023, was Rs. (38.29) lakhs. This was primarily on account of purchase of fixed assets.
Cash Flows from Financing Activities
for the period ended September 30, 2025
Net cash inflow from financing activities for the period ended September 30, 2025, was Rs. (212.57) lakhs which is majorly due to outflow of funds in the Company by way of Interest payment and decrease in borrowings.
for the year ended March 31, 2025
Net cash inflow from financing activities for the year ended March 31, 2024, was Rs. (96.47) lakhs which is majorly due to outflow of funds in the Company by way of Interest payment and decrease in borrowings.
for the year ended March 31, 2024
Net cash inflow from financing activities for the year ended March 31, 2024, was Rs. (440.27) lakhs which is majorly due to inflow of funds in the Company by way of issue of fresh shares and Interest payment and decrease in borrowings.
for the year ended March 31, 2023
Net cash inflow from financing activities for the year ended March 31, 2023, was Rs. 498.73 lakhs which is majorly due to increase in borrowings and interest paid.
Related Party Transactions
Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration & loan. For further details of related parties kindly refer chapter titled Financial Statements beginning on page 191 of this Draft Prospectus.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.
OTHER MATTERS
Unusual or infrequent events or transactions
There are no transactions or events, which in our best judgement, would be considered unusual or infrequent that have significantly affected operations of the Company.
Significant economic changes that materially affected or are likely to affect income from continuing operations
There are no significant economic changes that materially affected Companys operations or are likely to affect income from continuing operations. Any slowdown in the growth of Indian economy or future volatility in global commodity prices, could affect the business, including the future financial performance, shareholders funds and ability to implement strategy and the price of the Equity Shares.
Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations
Other than as disclosed in the section titled Risk Factors beginning on page 29 of this Draft Prospectus to our knowledge, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
Future changes in relationship between costs and revenues in case of events such as future increase in labour or material cost or prices that will cause material change.
According to our knowledge, there are no future relationship between cost and income that would be expected to have a material adverse impact on our operations and revenues. However, increase in the cost of the goods in which the Company deals, will affect the profitability of the Company. Further, the Company may not be able to pass on the increase in prices of the services to the customers in full and this can be offset through cost reduction.
The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased prices
The increase in revenue is by and large linked to increase in volume of all the activities carried out by the Company.
Total turnover of each major industry segment in which the issuer company operates.
The Company is operating one business vertical i.e. manufacturing of foam. Relevant industry data, as available, has been included in the chapter titled Industry Overview beginning on page 112 of this Draft Prospectus.
Status of any publicly announced new products/projects or business segments
Our Company has not announced any new projects or business segments, other than disclosed in the Draft Prospectus.
The extent to which the business is seasonal
Our business and operations are not affected by seasonal factors.
Any significant dependence on a single or few suppliers or customers
The % of Contribution of our Companys customer and supplier vis a vis the total revenue from operations and raw materials/ finished goods cost respectively for the period ended on 30 th September, 2025 is as follows:
| Particulars | Customers | Suppliers |
| Top 5 (%) | 14.56% | 69.29% |
| Top 10 (%) | 25.10% | 88.34% |
Competitive Conditions
We have competition with Indian and international competitors and our results of operations could be affected by competition in the PU Foam and Mattress industry in India and international market in the future. We expect competition to intensify due to possible new entrants in the market, existing competitors further expanding their operations and our entry into new markets where we may compete with well-established unorganized companies / entities. This we believe may impact our financial condition and operations. For details, please refer to the chapter titled Risk Factors beginning on page 29 of this Draft Prospectus.
(This Space has been left blank intentionally)
CAPITALIZATION STATEMENT BASED ON RESTATED FINANCIAL STATEMENTS
Capitalisation Statement as on 30 th September, 2025
(Amount in Rs. Lakhs)
| Particulars | Pre- issue | Post Issue * |
| Borrowing | ||
| Short - Term Debt | 43.66 | [\u25cf] |
| Long - Term Debt | 668.29 | [\u25cf] |
| Total Debt | 711.95 | [\u25cf] |
| Shareholders Funds | ||
| Share Capital | ||
| - Equity | 837.68 | [\u25cf] |
| - Preference | - | [\u25cf] |
| Reserves & Surplus | 728.07 | [\u25cf] |
| Share Application Money | - | [\u25cf] |
| Less: Deferred Tax Expenditure | - | [\u25cf] |
| Total Shareholders Funds | 1,565.75 | [\u25cf] |
| Total Debt / Shareholders Fund | 0.45 | [\u25cf] |
| Long - Term Debt / Shareholders Fund | 0.43 | [\u25cf] |
* The Post Issue Capitalization will be determined only after the completion of the allotment of equity shares
SECTION VIII - LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or
regulatory authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined below); involving our Company, its Directors, the Promoters and the Group Companies (Relevant Parties). Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs, including any outstanding action.
For the purpose of material litigation in (d) above, our Board in its meeting held on April 10, 2025 has considered and adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties (Materiality Policy). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by regulatory authorities and statutory authorities, will be considered material based on lower of the threshold criteria mentioned below:
? As per the Policy of materiality defined by the board of directors of the issuer and disclosed in the offer documents; or
? Litigation where the value or expected impact in terms of value, exceeds the lower of the following:
? two percent of turnover, as per the latest annual restated financial statements of the issuer which amounts to Rs. 162.30 lakhs; or
? two percent of net worth, as per the latest annual restated financial statements of the issuer, except in case the arithmetic value of net worth is negative, as per the last audited financial statements of the Company which amounts to Rs. 24.93 lakhs; or
? five percent of the Average of absolute value of profit or loss after tax, as per the last three annual restated financial statements of the issuer which amounts to Rs. 12.08 lakhs.
Our Board of Directors considers dues owed by our Company to such Creditors exceeding 2% of the Companys trade payable for the last audited financial statements shall be considered as material dues for the Company. This materiality threshold has been approved by our Board of Directors pursuant to the resolution passed on April 10, 2025. Further, for outstanding dues to any party which is a micro, small or a medium enterprise (MSME), the disclosure will be based on information available with our Company regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
? LITIGATION INVOLVING OUR COMPANY
? CASES FILED AGAINST THE COMPANY
? Litigation Involving Criminal Law
As on date of filing this Draft Prospectus, there are no outstanding Criminal proceedings initiated against the Company.
? Litigation Involving Tax Liabilities
? The following are the TDS defaults showing on the TRACES websites as on date of filing the Draft Prospectus:
Amount (In Rupees)
| Financial Year | Total Processed Demand |
| 2024- 25 | 2,910.00 |
| Total | 2,910.00 |
? Disciplinary action taken including penalty imposed by SEBI or stock exchanges in the last five financial years including any outstanding action.
As on date of filing the Draft Prospectus, no disciplinary action taken, including penalty imposed by SEBI or stock exchanges in the last five financial years including any outstanding action against the Company.
? Other Pending Litigations (as per policy of materiality approved by the Board of Directors of the company)
1. Sheela Foams Limited Vs. Sham Foam Private Limited (former name of the Company) (CS(Comm) 705/2023 & I.A. 19566/2023)
A Civil Suit numbered 705/2023 has been instituted by Sheela Foam Limited (the Sheela Foam) on October 04, 2023 before the Honble Delhi High Court against the Company alleging infringement and passing off of its registered trademarks FEATHER FOAM / FEATHERFOAM (the Disputed Trademark). As per the Suit, the Sheela Foam has inter alia alleged that the Company has adopted and used a deceptively similar trademark in respect of mattresses and foam products and that such use amounts to infringement and passing off of the Sheela Foams trademarks. The Sheela Foam has further alleged that one of the directors of the Company was previously associated with the plaintiff as a distributor and that the adoption of the impugned mark was dishonest and intended to cause confusion in the market. The plaintiff has sought relief, including a permanent injunction restraining the Company from using in any manner and advertising the impugned mark, rendition of accounts, damages, recall of the stocks containing the Disputed trademark and sought punitive damages of Rs. 2,00,10,000/- (Rupees Two Crore Ten Thousand only) from the Company. The Company has denied the allegations made by the Sheela Foam and is contesting the said proceedings. The matter is presently pending before the competent court. The next hearing date in the said matter is on July 21, 2026.
? CASES FILED BY THE COMPANY
? Litigation Involving Criminal Laws
? Vs. Save N Save (NACT/4483/2025)
Our Company has filed a Criminal Case numbered NACT/4483/2025, against M/s. Save N Save (the SNS) and Mr. Binny Sidhu on October 29, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala. The said case is in relation to the dishonour of the cheque bearing no. 000533 dated August 25, 2025 for an amount of Rs. 3,00,000 (Rupees Three Lakhs only), issued towards part payment of the total outstanding dues of Rs. 8,13,067(Rupees Eight Lakhs Thirteen Thousand Sixty-Seven only) against the SNS by May 10, 2025, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheque was returned unpaid by the banker of the SNS with the remark Fund Insufficient dated August 26, 2025. Hence, the Company instituted the aforesaid Criminal complaint, seeking recovery of the cheque amount along with applicable interest and costs. The matter is presently pending and the next date of hearing is on May 11, 2026.
? Vs. Golden Foam (NACT/4456/2025)
Our Company has filed a Criminal Case numbered NACT/4456/2025, against M/s. Golden Foam on October 29, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala. The said case is in relation to the dishonoured
cheque bearing no. 400142 dated August 23, 2025, for an amount of Rs. 1,50,000 (Rupees One Lakh Fifty Thousand only), issued towards part payment of the total outstanding dues of Rs. 11,77,066(Rupees Eleven Lakhs Seventy Seven Thousand Sixty-Six only) against the Golden Foam by April 01, 2025, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheque was returned unpaid by the banker of the Golden Foam with the remark Exceeds Arrangement dated August 26, 2025. A statutory demand notice dated September 08, 2025, was duly issued to the Golden Foam. However, the Golden Foam failed to make payment within the stipulated period. Hence, the Company instituted the aforesaid Criminal complaint, seeking recovery of the cheque amount along with applicable interest and costs. The matter is presently pending and the next date of hearing is on May 11, 2026.
? Vs. Shams Trading Corporation (NACT/3039/2025)
Our Company has filed a Criminal Case numbered NACT/3039/2025, against M/s. Shams Trading Corporation and Mr. Shamshad on July 25, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of two dishonoured cheques bearing nos. 041970 and 041971 dated May 23, 2025, of Rs 5,00,000(Rupees Five Lakhs only) each aggregating to Rs.10,00,000(Rupees Ten Lakhs only), issued towards part payment of total outstanding dues of Rs. 18,92,112(Rupees Eighteen Lakhs Ninety-Two Thousand One Hundred Twelve only) against M/s. Shams Trading Corporation by January 20, 2023, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated June 26, 2025, with the remark Account Blocked. Hence, the Company instituted the aforesaid Criminal complaint, seeking recovery of the cheque amount along with applicable interest and costs. The matter is presently pending and the next date of hearing is on April 20, 2026.
? Vs. Golden Foam (NACT/3883/2025)
Our Company has filed a Criminal Case numbered NACT/3883/2025, against M/s. Golden Foam and Mr. Arif on September 20, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of two dishonour cheques bearing no. 400140 and 400141 dated July 23, 2025, of Rs. 1,50,000(Rupees One Lakh Fifty Thousand only) each, aggregating to Rs.3,00,000(Rupees Three Lakhs only), issued towards part payment of the total outstanding dues of Rs. 11,77,066(Rupees Eleven Lakhs Seventy-Seven Thousand Sixty-Six only) against the M/s. Golden Foam by April 01, 2025, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated July 24, 2025, with the remark Exceeds Arrangement. A statutory demand notice dated August 11, 2025, was duly issued; however, the Golden Foam failed to make payment within the prescribed period. Hence, the Company instituted the aforesaid Criminal complaint, seeking recovery of the cheque amount along with applicable interest and costs. The matter is presently pending and the next date of hearing is on May 14, 2026.
? Vs. Hemant Furnitures and Foam House (NACT/3882/2025)
Our Company has filed a Criminal Case numbered NACT/3882/2025, against M/s. Hemant Furniture and Foam House (the Hemant Furniture) and Mr. Jitender on September 20, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of three dishonoured cheques bearing nos. 022501, 022502 and 022503 dated June 27, 2025, July 12, 2025 and July 28, 2025 respectively of Rs. 50,000(Rupees Fifty Thousand only) each, aggregating to Rs.1,50,000(Rupees One Lakh Fifty Thousand only), issued towards part payment of the total outstanding dues of Rs. 6,00,000(Rupees Six
Lakhs only) against the M/s. Hemant Furniture by June 13, 2025, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated July 15, 2025, July 24, 2025 and August 01, 2025 respectively, with the remark of Funds Insufficient. A statutory demand notice dated August 11, 2025, was duly issued; however, the Heman Furniture failed to make payment within the prescribed period. Hence, the Company instituted the aforesaid Criminal complaint, seeking recovery of the cheques amount along with applicable interest and costs. The matter is presently pending and the next date of hearing is on May 14, 2026.
? Vs. Nilay Sales Corporation (NACT/3881/2025)
Our Company has filed a Criminal Case numbered NACT/3881/2025, against M/s. Nilay Sales Corporation (the Nilay Sales) on September 20, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of two dishonoured cheques bearing nos. 674763 and 674764 dated April 20, 2025 and June 07, 2025 of Rs. 30,000(Rupees Thirty Thousand only) and Rs. 20,000(Rupees Twenty Thousand only) respectively, aggregating to Rs.50,000(Rupees Fifty Thousand only), issued towards part payment of the total outstanding dues of Rs. 2,86,533(Rupees Two Lakhs Eighty-Six Thousand Five Hundred Thirty-Three only) against the M/s. Nilay Sales by April 01, 2025, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated July 16, 2025 and July 17, 2025, with the remark of Payment Stopped by Drawer. A statutory demand notice dated August 11, 2025, was duly issued; however, the Nilay Sales Corporation failed to make payment within the prescribed period. Hence, the Company instituted the aforesaid Criminal complaint, seeking recovery of the cheque amount along with applicable interest and costs. The matter is presently pending and the next date of hearing is on May 14, 2026.
? Vs. Shri Madhav Industries (NACT/3040/2025)
Our Company has filed a Criminal Case numbered NACT/3040/2025, against M/s. Shri Madhav Industries and Mr. Sanjeev Kumar on July 25, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of three dishonoured cheques bearing nos. 000100, 000090 and 000089 dated March 26, 2025,
March 24, 2025 and March 21, 2025 respectively of Rs. 25,000(Rupees Twenty-Five Thousand only) each, aggregating to Rs. 75,000(Rupees Seventy-Five Thousand only), issued towards part payment of the total outstanding dues of Rs. 6,43,382(Rupees Six Lakhs Forty-Three Thousand Three Hundred Eighty-Two only) against the M/s. Shri Madhav Industries by May 29, 2024, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated March 27, 2025, March 25, 2025 and March 24, 2025 respectively, with the remark of Funds Insufficient. Upon informing the Shri Madhav Industries, about the dishonoured cheques, it induced the Company to represent these cheques in the last week of May 2025. However, the same was dishounred on May 29, 205 with remarks of Funds Insufficient. The statutory demand notice dated June 09, 2025, was duly issued; however, the Shri Madhav Industries failed to make payment within the prescribed period. Hence, the Company filed the present criminal complaint, and the matter is presently pending. The Next date of hearing is on April 20, 2026.
? Vs. Shri Madhav Industries (NACT/3041/2025)
Our Company has filed a Criminal Case numbered NACT/3041/2025, against M/s. Shri Madhav Industries and Mr. Sanjeev Kumar on July 25, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of two dishonoured cheques bearing nos. 000094 and 000095 dated March 29, 2025, and March 31, 2025 respectively of Rs. 25,000(Rupees Twenty-Five Thousand only) each, aggregating to
Rs. 50,000(Rupees Fifty Thousand only), issued towards part payment of the total outstanding dues of Rs. 6,43,382(Rupees Six Lakhs Forty-Three Thousand Three Hundred Eighty-Two only) against the M/s. Shri Madhav Industries by May 29, 2024, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated March 31, 2025 and April 03, 2025 respectively, with the remark of Funds Insufficient. Upon informing the Shri Madhav Industries, about the dishounring of cheque, it induced the Company to represent these cheques in the last week of May 2025. However, the same was dishounred on May 29, 2025 with remarks of Funds Insufficient. The statutory demand notice dated June 09, 2025, was duly issued; however, the Shri Madhav Industries failed to make payment within the prescribed period. Hence, the Company filed the present criminal complaint, and the matter is presently pending. The Next date of hearing is on April 20, 2026.
? Vs. Shri Madhav Industries (NACT/3044/2025)
Our Company has filed a Criminal Case numbered NACT/3044/2025, against M/s. Shri Madhav Industries and Mr. Sanjeev Kumar on July 25, 2025, under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of three dishonoured cheques bearing nos. 000093, 000088 and 000098 dated March 11, 2025,
March 20, 2025 and March 25, 2025 respectively of Rs. 25,000(Rupees Twenty-Five Thousand only) each, aggregating to Rs. 75,000(Rupees Seventy- Five Thousand only), issued towards part payment of the total outstanding dues of Rs. 6,43,382(Rupees Six Lakhs Forty-Three Thousand Three Hundred Eighty-Two only) against the M/s. Shri Madhav Industries by May 29, 2024, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated March 13, 2025, March 21, 2025 and March 26, 2025 respectively, with the remark of Funds Insufficient. Upon informing the Shri Madhav Industries, about the dishounring of cheque, it induced the Company to represent these cheques in the last week of May 2025. However, the same was dishounred on May 29, 205 with remarks of Funds Insufficient. The statutory demand notice dated June 09, 2025, was duly issued; however, the Shri Madhav Industries failed to make payment within the prescribed period. Hence, the Company filed the present criminal complaint, and the matter is presently pending. The Next date of hearing is on April 20, 2026.
? Vs. Shri Madhav Industries (NACT/3042/2025)
Our Company has filed a Criminal Case numbered NACT/3042/2025, against M/s. Shri Madhav Industries and Mr. Sanjeev Kumar on July 25, 2025 under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of three dishonour cheques bearing nos. 000096, 000065 and 000092 dated April 04, 2025,
March 06, 2025 and March 07, 2025 of Rs. 25,000(Rupees Twenty-Five Thousand only), Rs.100,000(Rupees One Lakh only) and Rs. 25,000(Rupees Twenty-Five Thousand only), aggregating to Rs. 1,50,000(Rupees One Lakh Fifty Thousand only) respectively, issued towards part payment of the total outstanding dues of Rs. 6,43,382(Rupees Six Lakhs Forty-Three Thousand Three Hundred Eighty-Two only) against the M/s. Shri Madhav Industries by May 29, 2024, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated April 05, 2025, April 07, 2025 and March 10, 2025 respectively, with the remark of Funds Insufficient. Upon informing the Shri Madhav Industries, about the dishounring of cheques, it induced the Company to represent these cheques in the last week of May. However, the same was dishounred on May 29, 205 with remarks of Funds Insufficient. The statutory demand notice dated June 09, 2025, was duly issued; however, the Shri Madhav Industries failed to make payment within the prescribed period. Hence, the Company filed the present criminal complaint, and the matter is presently pending. The Next date of hearing is on April 20, 2026.
? Vs. Shri Madhav Industries (NACT/3043/2025)
Our Company has filed a Criminal Case numbered NACT/3043/2025, against M/s. Shri Madhav Industries and Mr. Sanjeev Kumar on July 25, 2025 under Section 138 of the Negotiable Instruments Act, 1881, before the Honble Judicial Magistrate, Ambala, in respect of two dishonoured cheques bearing nos. 000097, and 000099 dated March 28, 2025 of Rs. 25,000(Rupees Twenty-Five Thousand only) each, aggregating to Rs.50,000(Rupees Fifty Thousand only), issued towards part payment of the total outstanding dues of Rs. 6,43,382(Rupees Six Lakhs Forty-Three Thousand Three Hundred Eighty-Two only) against the M/s. Shri Madhav Industries by May 29, 2024, arising in the regular course of business of the purchase of PU Foam Sheets and Mattresses. The said cheques were returned unpaid vide return memos dated March 29, 2025, with the remark of Funds Insufficient. Upon informing the Shri Madhav Industries, about the dishounring of cheques, it induced the Company to represent these cheques in the last week of May. However, the same was dishounred on May 29, 205 with remarks of Funds Insufficient. The statutory demand notice dated May 29, 2025, was duly issued; however, the Shri Madhav Industries failed to make payment within the prescribed period. Hence, the Company filed the present criminal complaint, and the matter is presently pending. The Next date of hearing is on April 20, 2026.
? Other Pending Litigations (as per policy of materiality approved by the Board of Directors of the company)
As on date of filing the Draft Prospectus, there are no other pending litigation initiated by the Company.
? OUTSTANDING LITIGATION RELATING TO OUR PROMOTERS
? CASES FILED AGAINST OUR PROMOTERS
? Litigation Involving Criminal Laws
As on the date of this Draft Prospectus, there are no Criminal litigation initiated against the Promoters.
? Litigation Involving Actions by Statutory/Regulatory Authorities
As on the date of filing this Draft Prospectus, there are no actions taken by the Statutory/Regulatory Authorities against the Promoters.
? Litigation involving Tax Liabilities
? The following are the Income Tax demands showing on the Income Tax websites as on date of filing the Draft Prospectus:
Amount (In Rupees)
| Assessment Year | Demand Reference Number | Date of Demand Raised | Outstanding Demand | Accrued Interest |
| Charming Fashions Private Limited | ||||
| 2020- 21 | 2022202037112463761C | September 13, 2022 | 49,710 | 23,359 |
| Total | 73,069 | |||
? Disciplinary action taken, including penalty imposed by SEBI or stock exchanges in the last five financial years, including any outstanding action.
As on the date of filing this Draft Prospectus, there are no actions taken by the Statutory/Regulatory Authorities against the Promoters.
? Other Pending Litigation (as per policy of materiality approved by the Board of Directors of the company)
? Gurumukh Singh and Others Vs. Rajinder Kumar Jindal (CS/464/2025)
A Civil Suit numbered CS/464/2025 has been filed by Mr. Gurmukh Singh and Others (the Plaintiffs) against Mr. Rajinder Kumar Jindal, the Promoter of the Company (the Defendant) on May 19, 2025 before the Civil Court, Rajpura. As per the Suit, the Plaintiffs, seeking permanent injunction in respect of an agricultural land measuring 52 Bigha and 1 Biswa and 10-2/3, Biswai comprising Khewat/Khatoni no. 34/51, Khasra Nos. 55(4-0), 57(4- 0), 47(2-6), 38(2-7), 58(2-6), 59(3-3), 37/2(1-10), 595/39(2-15), 602/56(2-10), 603/56(1-10),
Khewat/Khatoni No. 128/161 Khasra No. 43(3-5), 44/2(2-17), Khewat/Khatoni No. 128/163, Khasra No. 653/42(5-15), 654/42(0-5), Khewat/Khatoni No.128 /168, Khasra No. 41(1-17), 46(5-14), Khewat/Khatoni No. 128/171, Khasra No. 567/45(1-9), 568/45(2-17), Khewat/Khatoni No. 162/237, Khasra No.35(4-0),592/36(1-11),593/36(3-3),594/39(2- 17)
situated at Village Naushera and Village Ali Majra, Tehsil Rajpura, Punjab (the Suit Land)situated at Village Naushera and Village Ali Majra, Tehsil Rajpura, Punjab.
As per the Suit, the Plaintiffs have alleged that they are owners in possession of the suit land and that an Agreement to Sell on June 26, 2024 was executed. The agreement was executed in favour of the Defendant for the sale of a total consideration of Rs. 21,50,000 Per bigha, out of which an amount of Rs. 2,20,00,000(Two Crore Twenty Lakhs only) was paid as earnest money on June 26, 2024. It is further alleged that the date for execution and registration of the sale deed was fixed as January 31, 2025 and subsequently extended to February 18, 2025, and that the Defendant failed to appear before the Sub-Registrar, Rajpura on the said date for execution of the Sale Deed. The Plaintiffs have further alleged that the Defendant attempted to unlawfully enter upon and cultivate the Suit Land based on the Agreement to Sell and the earnest money paid, and has threatened to disturb the peaceful possession of the Plaintiffs. The Plaintiffs have, inter alia, sought restraining orders against the Defendant from interfering with their possession of the suit land.
The next date of the hearing in this matter is on April 06, 2026. The matter is pending before the Honble Court.
? CASES FLED BY OUR PROMOTERS
? Litigation Involving Criminal Laws
As on the date of filing this Draft Prospectus, there are no criminal litigations initiated by our Promoters.
? Litigation involving Tax Liabilities
As on the date of filing this Draft Prospectus, there are no tax litigations initiated by our Promoters.
? Other Pending Litigations (as per policy of materiality approved by the Board of Directors of the company)
? Rajinder Kumar Jindal Vs. Gurumukh Singh and Others (CS/762/2025)
A Civil Suit numbered CS/762/2025 has been filed by Mr. Rajinder Kumar Jindal (the Plaintiff), the Promoter of the Company, against Mr. Gurmukh Singh and others (the Defendants) on August 01, 2025 before the Civil Court, Rajpura.
As per the Suit, the Plaintiff have claim that he is the owners in possession of an agricultural land measuring 52 Bigha and 1 Biswa and 10-2/3, Biswai comprising Khewat/Khatoni no. 34/51, Khasra Nos. 55(4-0), 57(4-0), 47(2-6), 38(2-7), 58(2-6), 59(3-3), 37/2(1-10), 595/39(2-15),
602/56(2-10), 603/56(1-10), Khewat/Khatoni No. 128/161 Khasra No. 43(3-5), 44/2(2- 17),
Khewat/Khatoni No. 128/163, Khasra No. 653/42(5-15), 654/42(0-5), Khewat/Khatoni No.128 /168, Khasra No. 41(1-17), 46(5-14), Khewat/Khatoni No. 128/171, Khasra No. 567/45(1-9), 568/45(2-17), Khewat/Khatoni No. 162/237, Khasra No.35(4-0),592/36(1-11),593/36(3-3),594/39(2-17) situated at Village Naushera and Village Ali Majra, Tehsil Rajpura, Punjab (the Suit Land) and that an Agreement to Sell dated June 26, 2024 was executed by Defendants No. 1 to 8 in favour of the Plaintiffs for sale of the said land at a total consideration of Rs.21,50,000/- Per Bigha, out of which an amount of Rs.2,20,00,000/- (Rupees Two Crore Twenty Lakhs only)was allegedly paid as earnest money. Later, upon insisted by the Defendant No. 1, the Plaintiff had paid Rs. 25,00,000, Rs.5,00,000 and Rs.30,00,00 on August 24, 2024, September 30, 2024 and October 23, 2024 respectively, through cheques and RTGS /Bank transfer, thus a sum of Rs.2,80,00,000(Rupees Two Crore Eighty Lakhs only) received by the Defendants out of the total sale consideration amount in respect of the Suit Land. The Plaintiff further states that the date for execution and registration of the sale deed was fixed as January 31, 2025 and subsequently extended to February 18, 2025, and the Defendants failed to appear before the Sub-Registrar, Rajpura for execution of the sale deed.
The Plaintiff has learned that Mr. Tejinder Singh (the Defendant No. 8) have illegally transferred and sold their share in the Suit Land to Mr. Sudhanshu Tripathi, Madhavi Tripathi and White Pearl Capital Advisors LLP (Defendants no. 9, 10 and 11) without any right, title or authority and without the consent of the Plaintiff. Mr. Tejinder Singh has further sold land measuring 2 Bighas 17 Biswas out of the total land measuring 52 Bighas 1 Biswa and 10-2/3 Biswasi situated in villages Naushera and Ali Majra, Tehsil Rajpura, District Patiala, through document dated December 11, 2024 to White Pearl Capital Advisors LLP (Defendant No.11). These transfers violate the agreement to sell dated June 26, 2024, under which the plaintiff has already paid Rs. 2,80,00,000(Rupees Two Crore Eighty Lakhs only). The Defendant failed to get the land partitioned as agreed and, despite having a right or interest, illegally alienated from the land. The Plaintiff contested that all such transfers are illegal, void ab initio, not binding on the Plaintiff and liable to be set aside. The next date of hearing in this matter is on March 07, 2026. The matter is pending before the Honble Court.
? LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS OF OUR COMPANY)
? Litigation filed against our Directors
? Litigation Involving Criminal Laws
As on the date of filing this Draft Prospectus, there are no Litigations involving Criminal Laws initiated against our Directors.
? Litigation Involving Actions by Statutory/Regulatory Authorities
As on the date of filing this Draft Prospectus, there are no actions taken by the Statutory/Regulatory Authorities against the Directors.
? Litigation involving Tax Liabilities
As on the date of filing this Draft Prospectus, there are no tax litigations initiated against our Directors.
? Disciplinary action taken, including penalty imposed by SEBI or stock exchanges in the last five financial years, including any outstanding action
As on the date of filing this Draft Prospectus, there are no actions taken by the Statutory/Regulatory Authorities against our Directors.
? Other Pending Litigations (as per the policy of materiality approved by the Board of Directors of the company)
As on the date of filing this Draft Prospectus, there are no other pending litigation initiated against the Directors
? Litigation filed by our Directors
? Litigation involving Criminal Law
As on the date of filing this Draft Prospectus, there are no Criminal Litigation initiated by our Directors
? Litigation involving Tax Liabilities
As on the date of filing this Draft Prospectus, there are no Tax Litigations filed by our Directors
? Other Pending Litigations (as per policy of materiality approved by the Board of Directors of the company)
As on the date of filing this Draft Prospectus, there are no other pending Litigations filed by our Directors.
? LITIGATION INVOLVING OUR GROUP OR SUBSIDIARY COMPANIES
As on the date of filing this Draft Prospectus, our Company has no Group or Subsidiary Company.
? PROCEEDINGS INVOLVING THE KEY MANAGERIAL PERSONNEL (EXCLUDING MANAGING DIRECTOR AND WHOLE TIME DIRECTOR) AND SENIOR MANAGERIAL PERSONNEL OF THE COMPANY
? Criminal Proceeding involving Key Managerial Persons (KMPs) and Senior Managerial Persons (SMPs) of the Company
As on the date of filing this Draft Prospectus, there are no outstanding criminal proceedings involving the KMPs and SMPs of the Company.
? Actions by statutory and regulatory authorities against the Key Managerial Persons (KMPs) and Senior Managerial Persons (SMPs) of the Company
As on the date of filing this Draft Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the KMP and SMP of the Company.
? OUTSTANDING DUES TO CREDITORS
In accordance with our Companys materiality policy dated April 10, 2025, details of dues owed to small scale undertakings or other creditors as on September 30, 2025 is as follows:
| Particulars | Number of Creditors | Amount involved (Rs. in lakh) |
| Total Outstanding due to Material Creditor | 7 | 895.86 |
| Total Outstanding due to MSME | - | - |
| Total Outstanding dues to Creditors other than Micro, Small & Medium Enterprises | 69 | 241.79 |
| Total | 76 | 1137.65 |
The details pertaining to outstanding dues towards our creditors are available on the website of our Company at . It is clarified that such details available on our website do not form a part of this Draft Prospectus. Anyone placing reliance on any other source of information, including our Companys website, , would be doing so at their own risk.
? MATERIAL DEVELOPMENTS SINCE 30TH SEPTEMBER, 2025
Except as stated below and other than as disclosed under section titled Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on page 196 of this Draft Prospectus, in the opinion of the Board, there has not arisen, since the date of the last balance sheet included in this Draft Prospectus, any circumstance that materially and adversely affects or is likely to affect the trading or profitability of our Company taken as a whole or the value of our consolidated assets or our ability to pay our liabilities over the next twelve (12) months.
1. GOVERNMENT AND OTHER APPROVALS
Our Company has received the necessary consents, licenses, permissions, registrations and approvals from the Central and State Governments and various other government agencies/ regulatory authorities/ certification bodies required to undertake this issue and to continue our present business activities.
In view of the approvals listed below, we can undertake the Issue and our current business activities and no further major approvals from any governmental/ regulatory authority or any other entity are required to be undertaken, in respect of the Issue or to continue our business activities. It must, however, be distinctly understood that in granting the below approvals, the Government of India and other authorities do not take any responsibility for the financial soundness of our Company or for the correctness of any of the statements or any commitments made or opinions expressed in this behalf.
Unless otherwise stated, these approvals are all valid as of the date of this Draft Prospectus. For details in connection with the regulatory and legal framework within which we operate, see the section titled Key Industry Regulations and Policies at page 146 of this Draft Prospectus.
The main objects clause of the Memorandum of Association of our Company and the objects incidental, enable our Company to carry out its activities.
Currently, our Company has following functional office at:
? Registered and Manufacturing Facility address: Khasra No. 18/16/2, Shahzadpur, Yamunanager Road, NH-344, Village Rajpura, Tehsil Shahzadpur, Ambala- 134202, Haryana, India.
The Company has got following licenses/ registrations/ approvals/ consents/ permissions from the Government and various other Government agencies required for its present business.
? APPROVALS FOR THE ISSUE
? Corporate Approvals
? The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution passed at its meeting held on December 09, 2025, authorized the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.
? The shareholders of our Company have, pursuant to Section 62(1) (c) of the Companies Act, 2013, by a Special Resolution passed in the Extra Ordinary General Meeting held December 31, 2025, authorized the Issue.
? Approval from the Stock Exchange
In-principle approval dated [.] from stock exchange for using the name of the Exchange in its offer documents for listing of the Equity Shares issued by our Company pursuant to the Issue.
? Agreements with NSDL and CDSL
? The Company has entered into an agreement dated July 12, 2024 with the National Securities Depository Limited (NSDL) and the Registrar and Transfer Agent, who in this case is Alankit Assignments Limited for the dematerialization of its Equity Shares.
? Similarly, the Company has also entered into an agreement dated April 09, 2025 with the Central Depository Services (India) Limited (CDSL) and the Registrar and Transfer
Agent, who in this case is Alankit Assignments Limited for the dematerialization of its Equity Shares.
? The International Securities Identification Number (ISIN) of our Company is INE0Z9N01013I.
? Lenders NoC
Lenders NOC for the Issue:
? No Objection Certificate (NoC) dated January 17, 2026, received from HDFC Bank Limited.
? APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF OUR COMPANY
? Certificate of Incorporation dated 26th June 2020, issued by the Registrar of Companies, Central Registration Centre, Manesar in the name of Sham Foam Private Limited having CIN U36104HR2020PTC087011.
? Fresh Certificate of Incorporation dated 20th September 2024 issued by the Registrar of Companies, Central Processing Centre, Manesar in pursuant to conversion from Sham Foam Private Limited to with new CIN: U36104HR2020PLC087011.
? The Corporate Identification Number (CIN) of our Company is U36104HR2020PLC087011.
? GENERAL APPROVALS
We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some of the material approvals required by us to undertake our business activities are set out below:
? BUSINESS AND INDUSTRY SPECIFIC APPROVALS
| Sr. No. | Descripti on | Registrat ion in the name of | Applicabl e laws | Issued By | Registration/ Application Number | Date of Registrati on/ Issuance | Date of Expiry |
| 1. | Udyam Registratio n Certificate | Sham Foam Limited | Micro, Small and Medium Enterprise s Developm ent Act, 2006 | Ministry of Micro, Small and Medium Enterprises, Government of India | UDYAM-HR- 01- 0000015 | 03 th July, 2020 and as amende d/ updated on 01st April, 2025 | Valid until cancellatio n |
| 2. | Import Export Code (IEC) | Sham Foam Limited | The Foreign Trade (Develop ment and Regulatio n) Act, 1992 | Directorate General of Foreign Trade, Ministry of Commerce and Industry | ABDCS8337D | 08th August 2020 and as modified on 8 th January 2026 | Valid until cancellatio n |
| Sr. No. | Descripti on | Registrat ion in the name of | Applicabl e laws | Issued By | Registration/ Application Number | Date of Registrati on/ Issuance | Date of Expiry |
| 3. | Legal Entity Identifier (LEI) Certificat e | Sham Foam Limited | RBI Guideline s | Legal Entity Identifier India Limited | 33580018GGF DURAJ7U52 | Not Available | 04th October, 2026 |
| 4. | Approval of Factory Building Plan | Sham Foam Private Limited | The Factories Act, 1948 | Chief Inspector of Factories, Haryana, Chandigarh | AMB/FBP_84 21 | 23th August, 2020 | Not Available |
| 5. | Factory License | The Factories Act, 1948 | Chief Inspector of Factories, Haryana, Chandigarh | AMB-ONLINE- CHD-S-767 | 14th January, 2026 | 31st December, 2035 | |
| 6. | Stability Certificate | Sham Foam Limited | The Haryana Building Code, 2017 | Chartered Engineer, Reg No.: CA- 2013- 60010 | Not Available | Inspected on 29 th January 2026 | Not Available |
| 7. | Bureau of Indian Standard (BIS) Certificate IS 7933:2022 | The Bureau of Indian Standards Act, 2016 | Bureau of Indian Standard (BIS) | CML No: 9600140009 | January 29, 2026 | January 28, 2027 | |
| 8. | Fire and Safety Certificate | Sham Foam Private Limited* * | Haryana Fire & Emergenc y Services Act, 2022 | Fire Station Officer, Ambala | Memo No. FS/2025/44 | 18th August, 2025 | 18th August, 2028 |
| 9. | Consent to Operate | Sham Foam Private Limited* | The Water (Preventio n and Control of Pollution) Act, 1974 and The Air (Preventio n and Control of Pollution) Act, 1981 | Regional Officer, Ambala Haryana State Pollution Control Board | HSPCB/Cons ent/: 313283625AM BCTO3060638 7(Orange) | 03th February, 2025 | 31 st March, 2034 |
*The Company is in the process of name change pursuant to the conversion from a private to a public limited company.
**Company has initiated application for name change pursuant to the conversion from a private to a public limited company.
? TAXATION LAWS RELATED APPROVALS
| Sr. No. | Description | Registration in the name of | Applicable laws | Authority | Registration Number | Date of Registration | Date of Expiry |
| 1. | Permanent Account Number (PAN) | Income Tax Act, 1961 | Income Tax Department, Government of India | ABDCS8337D | Initial Date of Registration: 26th June 2020 | Valid until cancellati on | |
| 2. | Tax Deduction Account Number (TAN) | Sham Form Limited | Income Tax Act, 1961 | Income Tax Department | RTKS31589F | Initial Date of Registration : 26th June 2020 Amended on : 03th February 2025 | Valid until cancellati on |
| 3. | Goods & Service Tax Registratio n Certificate | Sham Form Limited | Haryana Goods and Service Tax Act 2017 | Excise and Taxation Department, Government of Haryana | 06ABDCS83 37D1ZD | Initial Date of Registration : 28 th July, 2020 Amended on: 20 th January 2025 | Valid until cancellati on |
? LABOUR RELATED APPROVALS/REGISTRATIONS
| Sr. No. | Descriptio;ln | Registration in the name of | Applicable laws | Authority | Registration/ License Number | Date of Issue | Date of Expiry |
| 1. | Employees Provident Fund Registratio n | Sham Foam Limited | The Employees Provident Funds and Miscellaneous Provisions Act, 1952 | Employees Provident Fund Organisation, Ministry of Labour and Employment | HRKNL2119 859000 | Initial Date of Registrati on: 3 th February 2025 | Valid until cancellati on |
| 2. | Employees State Insurance Registration Certificate | Sham Foam Private Limited* | The Employees State Insurance Act, 1948 | Asstt/Dy. Director, Employees State Insurance Corporation | 24000810670 000902 | 26 th June 2020 | Valid until cancellati on |
*Company has initiated application for a change of name pursuant to conversion from Private Limited to Public Limited in the Employees State Insurance (ESI) Registration Certificate by filing Form 01C online.
? OTHER CERTIFICATES/REGISTRATION
As on date of the Draft Prospectus, the Company has the following other registration:
| Sr No. | Particular | Registration/Certificate No | Issuing Authority | Date of Registration | Date of Expiry |
| 1. | ISO | Certificate No. QMS/1691/0323 | Quality | 25 th March, | 8 th January, |
| Sr No. | Particular | Registration/Certificate No | Issuing Authority | Date of Registration | Date of Expiry |
| 9001:2015 Certificate for Quality Management System | (Scope: Manufacturing of Polyurethane Foam Products like PU Foam Sheets, Cushions, Mattress, Pillow & Comforters) | Control Certification | 2023 | 2029 |
? INTELLECTUAL PROPERTY
| Sr No. | Brand Name/Logo Trademark | Registered in the name of | Class | Trademark application no. | Certificate Number | Nature of the Trademark | Authority | Status |
| 10. | DECORWELL | 1Sanjeev Jindal | 20 | 4628207 | 3214393 | Wordmark | Trademark Registrar | Registered |
| 11. | A comfort prodect from | Sham Foam Private Limited* | 20 | 4658093 | 2674267 | Device | Trademark Registrar | Registered |
| 12. | FEATHERFRESH | 2Sanjeev Jindal | 20 | 4628230 | 2658616 | Wordmark | Trademark Registrar | Registered |
| 13. | DECORWELL | 3Sanjeev Jindal | 17 | 4628006 | 2663042 | Wordmark | Trademark Registrar | Registered |
| 14. | FEATHERFRESH | 4Sanjeev Jindal | 17 | 4628025 | 2700396 | Wordmark | Trademark Registrar | Registered |
| 15. | RESTIVIA | Sham Foam Private Limited* | 20 | 4571846 | 2621419 | Wordmark | Trademark Registrar | Registered |
| 16. | RESTIVIA | Sham Foam Private Limited* | 17 | 4571849 | 2620568 | Wordmark | Trademark Registrar | Registered |
| 17. | Springee | 5Parwati Devi | 20 | 1919784 | 129331 | Device | Trademark Registrar | Registered |
| 18. | RESTIVIA | Sham Foam Private Limited* | 20 | 6551281 | NA | Device | Trademark Registrar | Formality check pass |
*The Company is in the process of name change pursuant to the conversion from a private to a public limited company.
Note: 1.2.3 & 4 The said trademark was registered in the name of Mr. Sanjeev Jindal, promoter and director of the company and through a Non-Objection Certificate (NoC) vide dated 07th March, 2021, 10th April, 2021, 31st May, 2023 and 4th March, 2021 respectively, Mr. Sanjeev Jindal has authorised the Issuer Company to use the above Intellectual Property.
5.The above trademarks were registered in the name of Mrs. Parwati Devi, Mother of Mr. Sanjeev Kumar Jindal and Rajinder Kumar Jindal promoter and director of the company and through a Non-Objection Certificate (NoC)
vide dated 26 th June, 2020, Mrs. Parwati Devi has authorised the Issuer Company to use the above Intellectual Property without any special terms and conditions.
? THE DETAILS OF THE DOMAIN NAME IN THE NAME OF OUR COMPANY:
| Domain name | Sponsoring Registrar and IANA ID | Creation Date | Expiry Date |
| www.shamfoam.com | Registrar Name: NameCheap, INC Registrar IANA ID: 1068 | 18 th May, 2022 | 18 th May, 2026 |
| www.featherfresh.in | Registrar Name: NAMECHEAP Registrar IANA ID: 1068 | 27 th March, 2023 | 27 th March, 2028 |
? KEY APPROVALS APPLIED BY OUR COMPANY BUT NOT RECEIVED YET
? Our Company has applied for the name change from Private Limited to Public Limited in Fire NoC under the Haryana Fire and Emergency Services Act, 2022 on February 04, 2026.
? Our Company has applied for renewal of the Water Permission Certificate with the Haryana Water Resources Authority for groundwater extraction on 10th June, 2025, vide Application No. HWRA/IND/R/2025/3915.
? KEY APPROVAL YET TO BE APPLIED
Nil
OTHER REGULATORY AND STATUTORY DISCLOSURES AUTHORITY FOR THE ISSUE
The present Public Issue of upto 31,25,000 Equity Shares has been authorized by a resolution passed at the meeting of the Board of Directors of our Company held on December 09, 2025 and was approved by the Shareholders of the Company by passing Special Resolution at the Extra Ordinary General Meeting held on December 31, 2025 in accordance with the provision of Section 62(1)(c) of the Companies Act, 2013.
The Company has obtained approval from BSE (Stock Exchange) vide letter dated [?] to use the name of BSE in this Prospectus for listing of equity shares on the SME Platform of BSE. BSE is the designated stock exchange.
PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES
We confirm that our Company, our Directors, our Promoters, Promoter Group, or the persons in control of our Company have not been prohibited from accessing the capital market for any reason or restrained from buying, selling or dealing in securities, under any order or directions by the SEBI or any other regulatory or government authorities.
There are no violations of securities laws committed by any of them in the past or pending against them, nor have any companies with which any of our Company, our Promoter, Directors, persons in control of our Company are or were associated as a promoter, director or person in control, been debarred or prohibited from accessing the capital markets under any order or direction passed by the SEBI or any other authority.
None of our Directors are associated with the securities market and there has been no action taken by the SEBI against the Directors or any other entity with which our directors are associated as promoters or director.
Further none of our Promoters or Directors has been declared as fugitive economic offender under Fugitive Economic Offenders Act, 2018.
The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India.
PROHIBITION BY RBI
Neither our Company, nor our Promoters or Directors have been identified as a wilful defaulter as defined under Regulation 2(1)(III) of the SEBI ICDR Regulations.
None of our Company, Promoters or Directors have been declared as a fraudulent borrower by any bank, financial institution or lending consortium, in accordance with the Master Directions on Fraud-Classification and Reporting by commercial banks and select FIs dated July 1, 2016, as updated, issued by the RBI.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET
None of our Directors are associated with the securities market and there has been no outstanding action initiated by SEBI against them in the five years preceding the date of this Draft Prospectus.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Our Company, our Promoters and member of our Promoter Group is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018 (SBO Rules), to the extent applicable, as on the date of this Draft Prospectus.
ELIGIBILITY FOR THE ISSUE
Our Company is eligible in terms of Regulations 230 of SEBI (ICDR) Regulations for this issue.
Our Company is an Unlisted Issuer in terms of the SEBI ICDR Regulations; and this Issue is an Initial Public Offer in terms of the SEBI ICDR Regulations.
? Compliance with Regulation 229 of the SEBI (ICDR) Regulations, 2018:
This Issue is being made in terms of Regulation 229(2) of Chapter IX of the SEBI ICDR Regulations, as amended from time to time, whereby, our Company whose post Issue paid-up capital is more than ten crores rupees and does not exceed twenty-five crores rupees, shall issue shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (in this case being the SME Platform of BSE).
As per Regulation 229 (3) of the SEBI ICDR Regulations, we confirm that our Company have fulfilled the eligibility criteria for SME Platform of BSE Limited, which are as follows
Our Company satisfies the track record and/or other eligibility conditions of SME platform of the BSE in accordance with the Restated Financial Statements, prepared in accordance with the Companies Act, 2013 and restated in accordance with the SEBI (ICDR) Regulations, 2018 as below:
? The Issuer should be a company incorporated under the Companies Act, 2013:
Our Company was originally incorporated at Haryana as Sham Foam Private Limited on 26 th June, 2020 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation issued by the Registrar of Companies, Central Registration Centre. Pursuant to the resolution passed by the shareholders at Extra-Ordinary General Meeting held on 10th August, 2024, the Company was converted into a Public Limited Company, and its name was changed from Sham Foam Private Limited to vide fresh certificate of incorporation dated 20th September, 2024 issued by the Registrar of Companies, Central Processing Centre.
? Track record of atleast 03 years:
Our Company satisfies the exchanges criteria of track record of 03 years as the Company was originally incorporated as a Private Limited Company under the name of Sham Foam Private Limited on 26 th June, 2020.
? The Post Issue Paid-up Capital of the company shall not be more than Rs. 25.00 Crores:
The existing paid-up capital of the Company is Rs. 837.68 Lakhs and we are proposing an issue of up to 31,25,000 Equity Shares of Rs. 10/- each aggregating to Rs. 312.50 Lakhs. Hence, the Post Issue Paid up Capital will be approximately Rs. 1,150.18 Lakhs which less than Rs. 2,500.00 Lakhs.
? Net-worth: At least ? 1 crore for 2 preceding full financial years:
As per Restated Financial Statement, the Net-worth of our Company is Rs. 1,565.79 Lakhs as on 30 th September, 2025.
(Amount in Lakhs)
| Particulars | September 30, 2025 | March 31, 2025 | March 31, 2024 | March 31, 2023 |
| Paid-up Share Capital | 837.68 | 821.25 | 18.25 | 10.00 |
| Add : All reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account | 728.07 | 425.11 | 869.92 | 160.78 |
| Less: the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation | - | - | - | - |
| Net Worth | 1,565.75 | 1,246.36 | 888.17 | 170.78 |
? The Company has Net Tangible Assets of Rs. 1,246.27 lakhs for the year ended on 31st March, 2025.
(Rs. in lakhs)
| Particulars | March 31, 2025 |
| Net Assets | 1,246.36 |
| Less: Intangible Assets | 0.09 |
| Net Tangible Assets | 1,246.27 |
? Our Company has positive operating profits (Earnings before Interest, depreciation and tax) from operations for at least any 2 out of 3 financial years preceding the application.
Our Company has positive operating profits, details are mentioned as below:
(Rs. in lakhs)
| Particulars | For the year ended as on March 31, 2025 | For the year ended as on March 31, 2024 | For the year ended as on March 31, 2023 |
| PBT | 442.95 | 363.14 | 84.86 |
| Add: Interest | 7.34 | 31.56 | 45.88 |
| Add: Depreciation | 66.12 | 64.62 | 74.50 |
| Less: Other Income | 47.24 | 16.32 | 70.88 |
| Operating profit as per Restated Financial Statement | 469.17 | 443.00 | 134.36 |
? The Leverage ratio (Total Debts to Equity) of the Company for the period ended September 30, 2025 was 0.45 which is less than the limit of 3:1. The working is given below:
(Rs . in lakhs, except ratio)
| Particulars | Amount |
| Net worth / Total Equity (A) | 1565.75 |
| Total Borrowings (B) | 711.95 |
| Leverage Ratio (B/A) | 0.45:1 |
? Other Disclosures:
? There is no regulatory action of suspension of trading against the promoter(s) or companies promoted by the promoters by any stock Exchange having nationwide trading terminals.
? Our Promoter(s) or directors are not promoter(s) or directors (other than independent directors) of compulsory delisted companies by the Exchange and the applicability of consequences of compulsory delisting is attracted or companies that are suspended from trading on account of non-compliance.
? Our directors are not disqualified/ debarred by any of the Regulatory Authority.
? Our Company confirms that there has been no name change within the last one year which suggest different nature of activity.
? Our Company confirms that there are no pending defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders by our Company, our Promoters, Promoting company(ies) and Subsidiary Companies.
? Other Requirements
? Our Company has a website - https://shamfoam.com/.
? The Company has not been referred to NCLT under IBC.
? There is no winding up petition against our company, which has been admitted by the court or a liquidator has not been appointed.
? Our Company shall mandatorily facilitate trading in demat securities and have entered into tripartite agreement with both the depositories i.e. NSDL & CDSL along with our Registrar for facilitating trading in dematerialized mode.
? 100% of the securities held by Promoters, Promoter Group, Director, KMP, SMP and any other category in the Company is in dematerialised form.
? There has been no change in the promoters of our Company in preceding one year from date of filing the application to BSE for listing under SME segment.
? The Net worth computation is computed as per the definition given in SEBI (ICDR) Regulations.
? The composition of the Board is in compliance with the requirements of Companies Act, 2013 at the time of in-principle approval and on continuous basis.
? Compliance with Regulation 230 of the SEBI (ICDR) Regulations, 2018:
In accordance with Regulation 230(1)(a) of the SEBI (ICDR) Regulations, Application is being made to SME Platform of BSE and BSE Limited is the Designated Stock Exchange.
In accordance with Regulation 230(1)(b) of the SEBI (ICDR) Regulations, the Company has entered into agreement with depositories and Registrar and Share Transfer Agent for dematerialisation of specified securities already issued and proposed to be issued.
? Tripartite agreement dated 12th July, 2024 amongst NSDL, our Company and Registrar to the Issue;
? Tripartite agreement dated 09th April, 2025 amongst CDSL, our Company and Registrar to the Issue;
? The Companys shares bear an ISIN INE0Z9N01013.
In accordance with Regulation 230(1)(c) of the SEBI (ICDR) Regulations, all the existing Equity share Capital fully Paidup.
In accordance with Regulation 230(1)(d) of the SEBI (ICDR) Regulations, all the specified securities held by the promoters are already in dematerialised form.
In accordance with Regulation 230 (1) (e) the entire fund requirement is to be funded from the proceeds of the Issue, there is no requirement to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amounts to be raised through the proposed Issue. The fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. For details, please refer the chapter Objects of the Issue on page no 88 of this Draft Prospectus.
Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230
(2) of the SEBI ICDR Regulations, to the extent applicable.
? Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 228 of the SEBI (ICDR) Regulations, 2018, to the extent applicable. The details of our compliance with Regulation 228 of the SEBI (ICDR) Regulations, 2018 are as follows:
? In accordance with Regulation 228 (a), neither our Company nor our Promoters, members of our Promoter Group or our Directors are debarred from accessing the capital markets by the SEBI.
? In accordance with Regulation 228 (b), none of our Promoters or Directors is a Promoter or Director of companies which are debarred from accessing the capital markets by the SEBI.
? In accordance with Regulation 228 (c) neither our Company nor our Promoters or Directors is a willful defaulter or a fraudulent borrower.
? In accordance with Regulation 228 (d) none of our Promoters or Directors has been declared as fugitive economic offender
? Compliance with Regulation 246 of the SEBI (ICDR) Regulations, 2018:
In accordance with Regulation 246 (1), we will file a copy of the offer document with SEBI through the Lead Manager immediately upon filing of the offer document with the Registrar of Companies.
In accordance with Regulation 246 (2), the Board shall not issue any observation on offer document.
In accordance with Regulation 246 (3), the Lead Manager has submitted along with the Draft Prospectus, a due-diligence certificate as per Form A of Schedule V, the Site Visit report of our Company annexed with additional confirmations as per Form G of Schedule V to BSE SME.
In accordance with Regulation 246 (4), the offer document will be displayed on the websites of the Company, the Board, the Lead Manager and the Stock Exchange from the date of filing of Draft Prospectus.
In accordance with Regulation 246 (5) the offer document will be furnished to the Board in a soft copy.
? Compliance with Regulation 260 of SEBI (ICDR) Regulations, 2018:
In accordance with Regulation 260 (1), the Issue has not been restricted up to a minimum subscription level and has been one hundred percent (100%) underwritten.
In accordance with Regulation 260 (2), the Lead Manager has underwritten at least fifteen percent (15%) of the Issue size on their own account.
For further details please refer to chapter titled General Information beginning on page 60 of this Draft Prospectus.
? In accordance with Regulation 260 (3), the Company has appointed Lead Manager, Stock Broker registered with the Board to act as the underwriters and the Lead Manager will enter into an agreement with the nominated investors indicating the extent of underwriting committed by each one of them, one day before the opening of the Issue.
? In accordance with Regulation 261 of the SEBI (ICDR) Regulations, 2018, Our Company shall enter into an agreement with the Lead Manager and Market Maker to ensure compulsory market making for the minimum period of three years from the date of listing of equity shares offered in this Issue. For further details of the market making arrangement see chapter titled The Issue on page no. 55 of this Draft Prospectus.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MERCHANT BANKER CORPORATE MAKERS CAPITAL LIMITED AND NAVIGANT CORPORATE ADVISORS LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS OFFER DOCUMENT, THE LEAD MERCHANT BANKERS CORPORATE MAKERS CAPITAL LIMITED AND NAVIGANT CORPORATE
ADVISORS LIMITED ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKERS, CORPORATE MAKERS CAPITAL LIMITED AND NAVIGANT CORPORATE ADVISORS LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED [?] IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS OFFER DOCUMENT.
Note: All legal requirements pertaining to the Issue will be complied with at the time of registration of this Prospectus with the RoC in terms of section 26 of the Companies Act, 2013.
DISCLAIMER FROM OUR COMPANY AND THE LEAD MANAGER
Our Company, the Director and the Lead Manager accept no responsibility for statements made otherwise than in this Draft Prospectus or in the advertisements or any other material issued by or at our Companys instance and anyone placing reliance on any other source of information, including our Companys website, , or the website of any affiliate of our Company, would be doing so at his or her own risk.
The Lead Manager accept no responsibility, save to the limited extent as provided in the Issue Agreement and the Underwriting Agreement to be entered into between the Underwriter and our Company and Market Maker Agreement entered into among Market Maker and our Company.
All information shall be made available by our Company and the Lead Manager to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever.
Our Company and the Lead Manager shall make all information available to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at collection centres etc.
The Lead Manager and its associates and affiliates may engage in transactions with and perform services for, our Company and associates of our Company in the ordinary course of business and may in future engage in the provision of services for which they may in future receive compensation. Lead Manager are not an associate of the Company and is eligible to be appointed as the Lead Manager in this Issue, under SEBI MB Regulations.
Investors who apply in this Issue will be required to confirm and will be deemed to have represented to our Company and the Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. Our Company and the Lead Manager and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares.
Neither our Company nor Lead Manager is liable for any failure in (i) uploading the Applications due to faults in any software/ hardware system or otherwise, or (ii) the blocking of the Application Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on the account of any errors, omissions or non-compliance by various parties involved, or any other fault, malfunctioning, breakdown or otherwise, in the UPI Mechanism.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India including Indian nationals resident in India (who are not minors, except through their legal guardian), Hindu Undivided Families (HUFs), companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in shares, Mutual Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are authorised under their constitution to hold and invest in shares, permitted insurance companies and pension funds and to non-residents including NRIs and FIIs. This Draft Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the Draft Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this issue will be subject to the jurisdiction of appropriate court(s) in Haryana only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the Draft Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the Draft Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been any change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S Securities Act and in compliance with applicable laws, legislations and Prospectus in each jurisdiction, including India.
DISCLAIMER CLAUSE OF THE BSE
The copy of this Draft Prospectus is submitted to BSE. Post scrutiny of this Draft Prospectus, the Disclaimer Clause as intimated by BSE to us is read as under:
BSE Limited (BSE) has given vide its letter having Reference No. [?] dated [?] permission to our Company to use its name in this Issue Document as the Stock Exchange on which this companys securities are proposed to be listed. The Exchange has scrutinized this issue document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any manner:
? Warrant, certify or endorse the correctness or completeness of any of the contents of this Issue document; or
? Warrant that this companys securities will be listed or will continue to be listed on BSE; or
? Take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company;
? Warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered by the Company and investors are informed to take the decision to invest in the equity shares of the Company only after making their own independent enquiries, investigation and analysis. The price at which the equity shares are offered by the Company is determined by the Company in consultation with the Merchant Banker (s) to the issue and the Exchange has no role to play in the same and it should not for any reason be deemed or construed that the contents of this issue document have been cleared or approved by BSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever;
? BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss of profits incurred by any investor or any third party that may arise from any reliance on this issue document or for the reliability, accuracy, completeness, truthfulness or timeliness thereof;
? The Company has chosen the SME platform of BSE on its own initiative and at its own risk, and is responsible for complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory authority. Any use of the SME platform and the related services are subject to Indian laws and Courts exclusively situated in Mumbai.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT
The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the Securities Act) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulations of the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the United States only to qualified institutional buyers, as defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulations under the Securities Act and in compliance with the applicable laws of the jurisdiction where those offers and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in compliance with Regulations under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees that such applicant will not sell or transfer any Equity Share or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applicants may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
LISTING AND IN-PRINCIPAL APPROVAL
Application will be made to the BSE for obtaining permission to deal in and for an official quotation of our Equity Shares. BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized.
Our company has received an In-principle Approval letter dated [?] from [?] for using its name in this Offer document for listing our shares on the BSE.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE, our Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the Draft Prospectus. If such money is not repaid within Four days after our Company becomes liable to repay it (i.e.; from the date of refusal or within 15 working days from the Issue Closing Date), then our Company and every Director of our Company who is an officer in default shall, on and from such expiry of fourth days, be liable to repay the money, with interest at the rate of 15 per cent per annum on application money, as prescribed under section 40 of the Companies Act, 2013.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the BSE mentioned above are taken within three Working Days from the Issue Closing Date.
CONSENTS
Consents in writing of: (a) The Directors, Promoters, the Chief Financial Officer, Company Secretary & Compliance Officer and the Statutory Auditors; and (b) the Lead Manager, Registrar to the Issue, the Legal Advisors to the Issue, Bankers to the Issue (1), Market Maker(1) and Underwriters(1) to act in their respective capacities, have been obtained and shall be filed along with a copy of the Prospectus with the RoC, as required under Section 26 of the Companies Act, 2013.
(1) The aforesaid will be appointed prior to filing of the Prospectus with RoC and their consents as above would be obtained prior to the filing of the Prospectus with RoC.
In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, M/s. Vijay Gupta & Jain, Chartered Accountants, have provided their written consent to the inclusion of their reports dated 4 th January, 2026 on Restated Financial Statements and to the inclusion of their reports dated 17th January, 2026 on Statement of Possible Tax Benefits, which may be available to the Company and its shareholders, included in this Draft Prospectus in the form and context in which they appear therein and such consents and reports have not been withdrawn up to the time of filing of this Draft Prospectus.
EXPERT OPINION
Except the report of the Peer Reviewed Auditor on statement of possible tax benefits and report on Restated Financial Statements as included in this Draft Prospectus, our Company has not obtained any expert opinion. Here, the term expert shall not be construed to mean an expert as defined under the U.S. Securities Act
PREVIOUS PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE YEARS
We have not made any rights to the public and public issues in the past, and we are an Unlisted Issuer in terms of the SEBI ICDR Regulations and this Issue is an Initial Public Offer in terms of the SEBI ICDR Regulations.
COMMISSION AND BROKERAGE PAID ON PREVIOUS ISSUES OF OUR EQUITY SHARES IN LAST FIVE YEARS
Since this is an Initial Public Offer of the Company, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since inception of the Company.
CAPITAL ISSUES DURING THE LAST THREE YEARS BY OUR COMPANY, LISTED GROUP COMPANIES, SUBSIDIARIES & ASSOCIATES OF OUR COMPANY
Except as disclosed in Chapter titled Capital Structure on page 71 of Draft Prospectus, our Company has not made any capital issue during the previous three years. We do not have any Group Company or Subsidiary or Associate as on date of this Draft Prospectus.
PERFORMANCE VIS-A-VIS OBJECTS
Except as stated in the chapter titled Capital Structure beginning on page 71 of this Draft Prospectus, we have not made any previous rights and / or public issues during the last five (5) years and are an Unlisted Issuer in terms of SEBI ICDR Regulations and this Issue is an Initial Public Offer in terms of the SEBI ICDR Regulations, the relevant data regarding performance vis-à-vis objects is not available with the Company. We do not have any Group Company or Subsidiary or Associate as on date of this Draft Prospectus.
PRICE INFORMATION OF THE PAST ISSUES HANDLED BY THE LEAD MANAGER
For details regarding the price information and track record of the past issues handled by Corporate Makers Capital Limited, please refer Annexure -A to this Draft Prospectus and the website of lead Manager at .
For details regarding the price information and track record of the past issues handled by Navigant Corporate Capital Limited, please refer Annexure -B to this Draft Prospectus and the website of lead Manager at .
TRACK RECORD OF PAST ISSUES HANDLED BY CORPORATE MAKERS CAPITAL LIMITED
For details regarding track record of the Lead Manager to the Offer as specified in the Circular reference no. CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Lead Manager at: .
TRACK RECORD OF PAST ISSUES HANDLED BY NAVIGANT CORPORATE ADVISORS LIMITED
For details regarding track record of the Lead Manager to the Offer as specified in the Circular reference no. CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Lead Manager at: .
STOCK MARKET DATA OF EQUITY SHARES
This being an initial public issue of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and accordingly, no stock market data is available for the Equity Shares.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Company has appointed Alankit Assignments Limited as the Registrar to the Issue, to handle the investor grievances in co-ordination with the Compliance Officer of the Company. All grievances
relating to the present Issue may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and name of bank and branch. The Company would monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.
The Registrar to the Issue will handle investors grievances pertaining to the Issue. A fortnightly status report of the complaints received and redressed by them would be forwarded to the Company. The Company would also be co-ordinating with the Registrar to the Issue in attending to the grievances to the investor.
All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required by us or the Registrar to the Issue or the SCSBs for the redressal of routine investor grievances will be seven business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible.
The Company has obtained authentication on the SCORES Platform and shall comply with the SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through SCORES.
Our Board by a resolution on 06 th December, 2024 has also constituted a Stakeholders Relationship Committee. The composition of the Stakeholders Relationship Committee is as follows:
| Name of the Directors | Nature of Directorship | Designation in Committee |
| Ms. Sapna | Non-Executive Independent Director | Chairperson |
| Mr. Saurabh | Non-Executive Independent Director | Member |
| Mr. Sanjeev Kumar Jindal | Executive Director & Whole Time Director | Member |
For further details, please see the chapter titled Our Management beginning on page 160 of this Draft Prospectus.
Our Company has also appointed Ms. Reetika Dhain, as the Compliance Officer for the Issue and she may be contacted at the Registered Office of our Company.
Ms. Reetika Dhain
CIN: U36104HR2020PLC087011
Khasra No. 18/16/2, Shahzadpur Yamunanager Road, NH-344, Village Rajpura, Tehsil Shahzadpur,
Ambala City, Haryana- 134202,
Tel No: +91 - 8572071526
Email:
Website:
STATUS OF INVESTOR COMPLAINTS
We confirm that we have not received any investor compliant during the three years preceding the date of this Draft Prospectus and hence there are no pending investor complaints as on the date of this Draft Prospectus.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI
Our company has not applied or received any exemption from complying with any provisions of securities laws by SEBI.
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