EOGM Details

  • Date: Wednesday, 25th November 2026
  • Time: 11:30 A.M. (IST)
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Cut-off date for voting eligibility: Wednesday, 18th November 2026
  • Remote e-voting period: Saturday, 21st November 2026 at 09:00 a.m. to Tuesday, 24th November 2026 at 05:00 p.m.
  • Scrutinizer: M/s. Nishant Bajaj & Associates (Practising Company Secretary)

Business Items

Item 1: Preferential Issue of Equity Shares (Special Resolution)

The company seeks approval for issue of 9,50,971 equity shares of face value ₹10 each at an issue price of ₹118 per share (including premium of ₹108) aggregating to ₹11,22,14,578.

Key Details:

  • Purpose: Acquisition of 10,10,000 equity shares (51.03% stake) in Innovators Contracting Works Private Limited (ICWPL) from Ms. Vedika Radheshyam Sharma
  • Consideration: Share swap arrangement (0.94:1 ratio) - 0.94 shares of Innovators Facade for 1 share of ICWPL
  • Total Purchase Consideration: ₹11,22,14,624.31
  • Allottee: Ms. Vedika Radheshyam Sharma (Promoter Group)
  • Relevant Date: 26th October 2026 (30 days prior to EOGM)
  • Lock-in Period: 18 months from date of trading approval for new shares; 90 trading days lock-in from Relevant Date for pre-issue holding
  • Allotment Timeline: Within 15 days of passing special resolution or within 15 days of receiving last regulatory approval

Valuation Details:

  • Floor price as per SEBI ICDR Regulations: ₹117.53 (90-day VWAP)
  • Issue price: ₹118 (higher than floor price)
  • ICWPL share value: ₹111.10 per share as per registered valuer
  • Valuers: Mr. Bhavesh M Rathod (IBBI/RV/06/2019/10708) for company valuation, Mr. Jha Prabhakar Pramod (IBBI/RV/16/2021/14342) for ICWPL valuation

Shareholding Impact:

  • Pre-issue shares: 1,88,67,808
  • Post-issue shares: 1,98,18,779
  • Vedika Sharma holding pre-issue: 1,20,000 shares (0.64%)
  • Vedika Sharma holding post-issue: 10,70,971 shares (5.40%)
  • Promoter holding increases from 63.71% to 65.45%

Rationale: Acquisition will make ICWPL a 100% subsidiary (currently 48.97% held through wholly-owned subsidiary IEWPL), enable operational integration, improve control over fabrication activities, and provide access to factory building owned by ICWPL.

Item 2: Related Party Transaction Approval (Ordinary Resolution)

Approval for acquisition of 51.03% stake in ICWPL from Ms. Vedika Radheshyam Sharma, a related party under Section 2(76) of Companies Act and SEBI Listing Regulations.

Key Details:

  • Transaction value represents 4.93% of company's FY26 consolidated turnover
  • Consideration discharged through share swap (no cash outflow)
  • Voluntary seeking shareholder approval despite not meeting materiality threshold
  • Governed by Share Purchase Agreement dated 26th October 2026

Voting Arrangements

  • Remote e-voting through MUFG Intime India Private Limited
  • InstaMeet facility for attending EOGM virtually
  • Different login methods for NSDL and CDSL demat account holders
  • Physical shareholders can vote through InstaVote platform
  • Results to be posted on company website and stock exchange

Financial Impact

  • No cash outflow for acquisition
  • Equity dilution of approximately 5.08%
  • Consolidation of ICWPL as wholly-owned subsidiary
  • Expected improvement in operational efficiency and profitability