Key Approvals and Transactions
The Board of Directors approved four key matters:
1. Share Purchase Agreement for ICWPL Acquisition: Approved execution of Share Purchase Agreement for acquisition of 10,10,000 equity shares representing 51.03% of the equity share capital of Innovators Contracting Works Private Limited (ICWPL) from Ms. Vedika Radheshyam Sharma.
2. Related Party Transaction: Approved the proposed related party transaction in connection with the acquisition of ICWPL shares from Ms. Vedika Radheshyam Sharma, pursuant to Regulation 23 of SEBI LODR Regulations, subject to shareholder approval.
3. Preferential Issue of Equity Shares: Approved offer, issue, and allotment of 9,50,971 equity shares of the company on a preferential basis to Ms. Vedika Radheshyam Sharma for consideration other than cash by way of share swap. The issue price is ₹118 per share (face value ₹10, premium ₹108), determined in accordance with Chapter V of SEBI ICDR Regulations.
4. Convening of EGM: Approved convening of an Extraordinary General Meeting on Wednesday, 25th November 2026 to be conducted through Video Conferencing or Other Audio-Visual Means.
Financial Details of Acquisition
- Target Company: Innovators Contracting Works Private Limited (CIN: U74999MH2013PTC241458)
- Acquisition Stake: 51.03% (10,10,000 equity shares)
- Purchase Consideration: ₹11,22,14,624 (Rupees Eleven Crores Twenty-Two Lakhs Fourteen Thousand Six Hundred and Twenty-Four only)
- Payment Method: Share swap - issuance of 9,50,971 equity shares of Innovators Façade Systems Limited to Ms. Vedika Radheshyam Sharma
- Price per ICWPL Share: ₹111.10
- Price per IFSL Share: ₹118 (₹10 face value + ₹108 premium)
Target Company Financials
- Authorized Capital: ₹2,00,00,000
- Paid-up Capital (as on date): ₹1,97,91,980
- Turnover FY 2025-26 (Audited): ₹6,363.26 Lakhs
- Turnover H1 FY 2026-27 (Audited): ₹1,054.98 Lakhs
- Historical Turnover:
- FY 2024: ₹4,340.71 Lakhs
- FY 2025: ₹3,128.13 Lakhs
- FY 2026: ₹6,363.26 Lakhs
Strategic Rationale
Currently, Innovators Façade Systems Limited through its wholly owned subsidiary Innovators Engineering Works Private Limited holds 49.97% of ICWPL. Upon completion of this acquisition, IFSL together with IEWPL will hold 100% of ICWPL's equity share capital, making it a wholly owned subsidiary.
ICWPL is engaged in sub-contracting activity for production, installation and execution of façade systems, CRP Panels, Fire Rated Doors and other façade-related products on work contract basis. The acquisition will facilitate consolidation of ownership, streamline corporate structure, improve operational coordination, achieve greater operational integration, improve control over fabrication and installation activities, optimize resource utilization, and enhance project execution efficiency.
Additionally, one factory building structure owned by ICWPL (on land adjacent to IFSL's existing manufacturing unit in Wada District, Maharashtra) currently leased to IFSL will facilitate long-term operational efficiencies post-acquisition.
Shareholding Impact
Preferential Allotment to Ms. Vedika Radheshyam Sharma:
- Pre-allotment holding: 1,20,000 shares (0.64%)
- Post-allotment holding: 10,70,971 shares (5.40%)
- Shares allotted: 9,50,971 equity shares
Regulatory Requirements
- Transaction classified as Related Party Transaction under Regulation 23 of SEBI LODR Regulations
- Requires approval of shareholders in ensuing general meeting
- No governmental regulatory approval required for acquisition of ICWPL shares
- Indicative completion timeframe: 3-6 months
Meeting Details
- Board meeting commenced at 1:30 PM and concluded at 3:45 PM on 26th October 2026
- Disclosures provided as per SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
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