BSEBoard Meeting7h ago · 26 Oct 2026, 04:07 pm

Please find the attached Outcome of Board Meeting

Innovators Facade Systems Ltd · 541353

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Innovators Facade Systems Ltd has approved the acquisition of 51.03% of Innovators Contracting Works Private Limited, a company in the construction and infrastructure industry, through a share purchase agreement. The acquisition is subject to shareholder and regulatory approvals. The company also approved a preferential issue of equity shares to a shareholder of ICWPL and the convening of an extraordinary general meeting.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk3/10
Liquidity Impact6/10
Market Sentiment5/10

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Innovators Facade Systems Ltd - 541353 - Board Meeting Outcome for Meeting Held On 26Th October, 2026

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BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Scrip Code – 541353 Subject: Outcome of Board Meeting Ref: Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Dear Sir, With reference to the captioned subject and pursuant to Regulation 30 read with Part A of Schedule III of the SEBI LODR Regulations, we hereby inform you that the Board of Directors of Innovators Façade Systems Limited (“the Company”), at its meeting held today, i.e., Monday, 26th October, 2026, has, inter alia, considered and approved the following matters, subject to the requisite approvals of the shareholders and other applicable regulatory and statutory authorities, wherever required: 1. Approval for Share Purchase Agreement for acquisition of shares of Innovators Contracting Works Private Limited: Approved the execution of a Share Purchase Agreement for the acquisition of 10,10,000 Equity Shares, representing 51.03% of the equity share capital of M/s. Innovators Contracting Works Private Limited (“ICWPL”), from Ms. Vedika Radheshyam Sharma. 2. Related Party Transaction(s) Approved the proposed related party transaction(s) in connection with the aforesaid acquisition of equity shares of ICWPL from Ms. Vedika Radheshyam Sharma, pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of members in the ensuing general meeting. The detailed disclosures required under Regulation 30 of the SEBI (LODR) Regulations, 2015, read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, in respect of the matters referred to in Item Nos. 1 and 2 above, are provided in Annexure A. 3. Preferential Issue of Equity Shares for Consideration Other Than Cash Approved the offer and issue & allotment of 9,50,971 Equity Shares of the Company on a preferential basis to Ms. Vedika Radheshyam Sharma, a shareholder of ICWPL, for consideration other than cash by way of a share swap, at a price determined in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), on such terms and conditions as approved by the Board, subject to the requisite approval of the shareholders and other applicable regulatory and statutory approvals. The detailed disclosures required under Regulation 30 of the SEBI (LODR) Regulations, 2015, read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, in respect of the matter referred above, is provided in Annexure B. 4. Convening of Extraordinary General Meeting Approved the convening of an extraordinary general meeting (“EGM”) of the Company on Wednesday, 25th November, 2026 and approval of the Notice of the EGM to be conducted through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”), subject to applicable laws and regulatory requirements. The Meeting of the Board of Directors of the Company was commenced at 01:30 p.m. and concluded at 03:45 p.m. You are requested to take the above information on record. Thanking you, Yours faithfully, INNOVATORS FAÇADE SYSTEMS LIMITED Nitin Kore Company Secretary and Compliance Officer Mem No. A37732 Date: 26th October, 2026 Place: Thane Annexure A The detailed disclosure as required under Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 Sr.No Particulars Information 1. Name of the target entity, details in M/s. Innovators Contracting Works Private Limited brief such as size, turnover, etc. (“ICWPL”). CIN:- U74999MH2013PTC241458 Authorised Capital- Rs. 2,00,00,000/- Paid-up Capital (As on date): Rs. 1,97,91,980/- Turnover - FY 2025-26 (Audited): INR 6,363.26 Lakhs First Half Year of FY 2026-27 (Audited) : INR 1,054.98 Lakhs 2. Whether the acquisition / investment Yes, the said acquisition of 10,10,000 Equity Shares of would fall within related party ICWPL from Ms. Vedika Radheshyam Sharma, falls under transaction(s) and whether the the Related Party Transaction. promoter/ promoter group/ group companies have any interest in the Further, the transaction is being executed on the arm entity being acquired? If yes, nature of length Price, the price derived as per Chapter V of SEBI interest and details thereof and (ICDR) Regulations and Valuation Report dated 26th whether the same is done at “arms October, 2026 length” 3. Industry to which the entity being Construction and Infrastructure Industry. Specializing in acquired/invested belongs Fabrication and Installation of all types of Façades and other allied products on sub-contract basis. 4. Objects and effects of Currently, Innovators Façade Systems Limited (“IFSL”), acquisition/investment (including but through its wholly owned subsidiary, M/s. Innovators not limited to, disclosure of reasons for Engineering Works Private Limited (“IEWPL”) holds acquisition/investment of target entity, 49.97% of the equity share capital of Innovators if its business is outside the main line of Contracting Works Private Limited (“ICWPL”). Upon business of the listed entity) completion of the proposed acquisition of the remaining 51.03% equity share capital, IFSL, together with IEWPL, will hold 100% of the equity share capital of ICWPL, thereby making it a wholly owned subsidiary of IFSL. ICWPL is engaged in the in business of 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 including labour contracting for all allied activities. The proposed acquisition will facilitate consolidation of ICWPL’s ownership and business operations under IFSL, resulting in a streamlined corporate structure and improved operational coordination. Further, the proposed acquisition is expected to enable IFSL to achieve greater operational integration, improve control over fabrication and installation activities, optimise the utilisation of resources and enhance the efficiency of project execution and contribute positively to the profitability in consolidated financial performance of IFSL. Also, one factory building structure (on land adjacent to the existing manufacturing unit of IFSL in Wada District of Maharashtra) owned by ICWPL and currently leased to IFSL, will facilitate in long term operational efficiencies to IFSL after this acquisition transaction. The proposed acquisition will be undertaken through a Share Purchase Agreement arrangement, whereby consideration for the acquisition will be discharged by way of issuance of equity shares of IFSL to the existing shareholder of ICWPL, subject to applicable laws and requisite approvals. 5. Brief details of any governmental or No regulatory approval is required for acquisition of the regulatory approvals required for the Equity Shares of ICWPL. acquisition/investment 6. Indicative time period for completion of 3 - 6 months the acquisition/investment 7. Nature of consideration – whether cash Issue of Shares for consideration other than cash (Share consideration or share swap and details Swap) of the same 8. Cost of acquisition/investment or the The Company will issue and allot 9,50,971 fully paid-up price at which the shares are acquired equity shares having face value of Rs. 10/- (Rupees Ten only) each at a price of Rs. 118 (Rupees One hundred and eighteen Only) per share (including premium of Rs. 108/- per share) which is the price determined in accordance with chapter V of the SEBI ICDR Regulations per equity share for consideration other than cash (share swap), being discharge of total purchase consideration of INR 11,22,14,624/- (Rupees Eleven Crores Twenty-Two Lakhs Fourteen Thousand Six Hundred and Twenty-Four only) for the acquisition of 10,10,000 equity shares of ICWPL at a price of Rs. 111.10 (Rupees One hundred eleven and ten paise only [Showing first 8,000 characters — download PDF for full document]