Innovators Facade Systems Ltd

Innovators Facade Systems Ltd — Trading window closed from 01 October 2026 till completion of 48 hours after the unaudited financial results for the half year ended 30 September 2026 are generally made available to the public.

AGM Details

• AGM held on 22 September 2026 via VC/OAVM with quorum.
• Meeting started at 11:30 a.m. IST.
• Cut-off voting date was 15 September 2026.
• Remote e-voting window ran from 18 to 21 September 2026.
• Notice issued on 25 August 2026.

Key Resolutions

• Resolution 1: Adopt audited standalone and consolidated financial statements for FY2026.
• Resolution 2: Re-appoint Raman Sharma as director (retiring by rotation).
• Resolution 3: Approve material RPT with ICWPL under section 188.
• Resolution 4: Approve material RPT with IWPL under section 188.
• Resolution 5: Approve material RPT with CEPL under section 188.
• Resolution 6: Approve material RPT with PFSPL under section 188.
• Resolution 7: Appoint M/s Y.R. Doshi & Co. as Cost Auditors for 2026-27.

Voting Outcomes

• Resolution 1 passed with 100% assent, no dissent.
• Resolution 2 passed with 99.99% assent; 0.01% dissent.
• Resolution 3 passed with 99.98% assent; 0.02% dissent.
• Resolution 4 passed with 99.98% assent; 0.02% dissent.
• Resolution 5 passed with 99.99% assent; 0.01% dissent.
• Resolution 6 passed with 99.99% assent; 0.01% dissent.
• Resolution 7 passed with 100% assent.

Related Party Transactions

• RPT with ICWPL approved under section 188.
• RPT with IWPL approved under section 188.
• RPT with CEPL approved under section 188.
• RPT with PFSPL approved under section 188.

Auditors

• Cost auditors M/s Y.R. Doshi & Co. appointed for 2026-27.

AGM Details

• AGM held on 22 September 2026 via VC/OAVM.
• Record date: 15 September 2026.
• Remote e-voting and on-site voting conducted; Scrutinizer appointed.

Key Resolutions

• Agenda 1 (Ordinary): Adoption of standalone and consolidated financial statements.
• Agenda 2 (Ordinary): Re-appointment of director by rotation.
• Agenda 3 (Ordinary): Approval of related party transactions with promoter-group entities.
• Agenda 4 (Ordinary): Approval of related party transactions with specified entities.
• Agenda 5 (Ordinary): Approval of related party transactions under the Companies Act.
• Agenda 6 (Ordinary): Approval of related party transactions with other specified entities.
• Agenda 7 (Ordinary): Appointment of Cost Auditor for the financial year.

Voting Results

• Agenda 1: Approved by majority.
• Agenda 2: Director re-appointment approved by majority.
• Agenda 3: Related party transactions approved.
• Agenda 4: Related party transactions approved.
• Agenda 5: Related party transactions approved.
• Agenda 6: Related party transactions approved.
• Agenda 7: Cost Auditor appointment approved.

Dividend

• Dividend proposed or declared: none reported.

Director Changes

• Director re-appointment by rotation noted.

Auditor Appointments

• Cost Auditor appointed for the financial year; terms as approved.

Material Related Party Transactions

• Material RPTs with promoter-group entities approved; nature described; values not disclosed.

Other Material Approvals

• No other significant approvals beyond RPTs and cost auditor.

Cost Auditor Appointment

• Shareholders approved appointment of M/s Y.R. Doshi & Co. as Cost Auditor for FY 2026-27, upon Board recommendation.
• Date of appointment: 22 September 2026.
• Remuneration: INR 40,000 plus applicable taxes and out-of-pocket expenses.
• Term: audit of cost records for year ending 31 March 2027.
• Firm details: M/s Y.R. Doshi & Co., Cost Accountants, Mumbai (FRN 000003).

AGM Details

• AGM held on 22 September 2026, 11:30–11:35 IST, via VC/OAVM.

Key Resolutions

• Ordinary resolution: Adoption of audited standalone and consolidated financial statements — Passed.
• Ordinary resolution: Re-appointment of Raman Sharma by rotation — Passed.
• Ordinary resolution: Approve material RPT with ICWPL under section 188 — Passed.
• Ordinary resolution: Approve material RPT with IWPL under section 188 — Passed.
• Ordinary resolution: Approve material RPT with CEPL under section 188 — Passed.
• Ordinary resolution: Approve material RPT with PFSPL under section 188 — Passed.
• Ordinary resolution: Appoint Cost Auditors for FY2026-27 (Y.R. Doshi & Co.) — Passed.

AGM and e-voting schedule

• Cut-off date to vote on AGM resolutions is 15 September 2026.
• Book closure for 27th AGM from 16 September 2026 to 22 September 2026.
• AGM on 22 September 2026 at 11:30 IST via VC/OAVM.
• E-voting starts 18 September 2026 at 09:00 IST.
• E-voting ends 21 September 2026 at 17:00 IST.
• Annual report and AGM notice will be sent electronically to eligible shareholders.
• Documents available on the company and BSE websites.

Financial highlights

• Revenue from operations (Standalone): 22,751.51 lakh.
• Total revenue (Standalone): 23,047.93 lakh.
• EBITDA (Standalone): 3,151.41 lakh; margin 13.85%.
• PAT (Standalone): 1,345.93 lakh; margin 5.92%.
• PBT (Standalone): 1,881.66 lakh; margin 8.27%.
• EPS (Standalone): ₹7.13.
• Net worth (Standalone): ₹15,632.97 lakh.
• Unbilled revenue: ₹4,239.13 lakh.
• Capital expenditure: ₹796.18 lakh.
• Manufacturing facility area: over 5,00,000 sq ft.
• Debtors turnover: 5.43x.
• Return on net worth: 8.61%.

Capital structure & liquidity

• Equity share capital issued/subscribed: ₹1,886.78 lakh (18,867,808 shares).
• Consolidated debt-to-equity ratio: 0.26.
• Consolidated current ratio: 1.35.
• Cash and bank balances (consolidated): ₹4,063.29 lakh.

Dividend & capital allocation

• Dividend: No dividend declared for FY2025-26.
• CSR expenditure: ₹35.55 lakh; avg net profit ₹1,703.15 lakh; 2% target ₹34.07 lakh; shortfall ₹2.88 lakh.
• Transfers to reserves: none proposed.

Governance & controls

• Board: 6 directors; 1 woman independent (Gayatri Sharma).
• Resignations/appointments: Vedashri Chaudhari (Oct 16, 2025); Shivchand Sharma (Jan 23, 2026); Gayatri Sharma (Jan 27, 2026).
• Audit Committee met 5 times; MD as member.
• Whistle Blower policy in place; governance robust.

Related party transactions

• ICWPL: RPTs up to ₹90 crore for 2027-28; arm's length.
• IWPL: up to ₹5 crore; arm's length.
• CEPL: up to ₹25 crore; arm's length.
• PFSPL: up to ₹20 crore; arm's length.

Operations & expansion

• Projects delivered: 300+ across residential, commercial, infrastructure.
• Expansion/capacity: manufacturing footprint >5,00,000 sq ft; Bengaluru and Delhi units.

CSR & sustainability

• CSR spend: ₹35.55 lakh; two percent of average net profit.
• Projects include Lilavati Foundation and Links Charitable Trust.

Outlook & risks

• Outlook: positive long-term; infra and green building demand.
• Risks: material cost volatility, supply chain, and skilled manpower.

Key outcomes

• Re-appointment of Y. R. Doshi & Co. as Cost Auditor for FY2026-27.
• Remuneration of INR 40,000 plus applicable taxes and out-of-pocket expenses.
• Term to audit cost records for the financial year ending 31 March 2027.
• Effective date: 25 August 2026.
• Approved Directors’ Report and MD&A for FY 2025-2026.
• Notice convening 27th Annual General Meeting.
• Annexure provides brief profile of M/s Y.R. Doshi & Co. as Cost Auditor.

Internal Audit Re-appointment

• Re-appointment of M/s. K. C. Shah & Associates as Internal Auditors for FY 2026-27.
• Date of re-appointment: 06 August 2026, for FY 2026-27.
• Brief profile: firm provides internal audit, accounting, taxation, and advisory services.