Delta Investment Advisors

Glass Wall Systems (India) Limited

Glass Wall Systems designs, engineers and manufactures façade systems, the non-load-bearing outer glass and aluminium wall of a building. It executes domestic projects on a full EPC basis and supplies finished unitized panels to contractors in the USA and Australia (45% of FY26 revenue). Subsidiary Yes Systems supplies premium fenestration. Set up in 2002 by Jawahar Hemrajani and Kamlesh Choudhary and incorporated in 2010, it operates a single plant at Vile Bhagad, Maharashtra, and has 22 domestic and five international clients (FY26).

Auditor: S R B C & CO LLP BRLM: IIFL Capital Services, Motilal Oswal Investment Advisors

Disclaimer - Delta Partners (public market division under Dexter Capital) is not a SEBI registered Investment Advisor and this report does not constitute a recommendation but is only prepared for educational purposes. We (our team members including our directors) may or may not apply to IPO. Queries: shubham@deltainvest.in This note is not reviewed by our CIO - Devendra Agrawal, CFA. It is prepared by our team of Investment Analysts, and is reviewed by our senior team members.

Delta's View: Skip

The business has not compounded well, having grown at a 3.9% CAGR over the last 7 years, with a highly cyclical business concentrated among a few large clients, the top three at 57% of FY26 revenue.

Governance gaps add to the discomfort :-

➔ There have been four company secretaries in 25 months, the current one appointed a month before the RHP, and the CFO chair has changed hands three times in two years. Employee attrition was 27.0% in FY26.

➔ The FY24 audit report carried a qualification, with ₹31.2 cr of VAT left unprovided against net worth of ₹121 cr at the time. Yes Systems, acquired from the promoter family in a share swap in August 2025, also had to restate its earlier accounts after its auditor found revenue had been recognised incorrectly.

➔ The company incurred ₹53.4 cr of subcontracting charges in FY26, which included ₹20.6 cr, or 39%, paid to M.J. Coaters, a promoter group entity of which both promoters are directors.

Motilal Oswal has backed the company since 2014 and held 35.6% before the offer. It is the largest seller, taking ₹272 cr of the ₹368 cr offer for sale and leaving 17.3% post-listing. The other founding family (Kamlesh Choudhary) sold their stake entirely between 2023-24.

The order book of ₹982 cr is 2.15x FY26 revenue, but the mix is tilting toward domestic EPC work, which could weigh on margins. The domestic industry is fragmented and faces competition from low-cost operators.

An IPO ask valuation of 13.9x EV/EBITDA and 19.1x P/E provides little margin of safety, and we would skip.

• Glass Wall Systems designs, engineers and manufactures façade systems, the building's non-load-bearing outer glass and aluminium wall. It executes domestic projects on a full EPC basis, from design through site installation, and supplies finished unitized panels to contractors in the USA and Australia. Its subsidiary Yes Systems supplies premium fenestration (windows, doors and skylights) to luxury residential projects. Demand tracks commercial office and premium residential construction, and contracts are won project by project with no annuity revenue. The cyclicality is clearly visible in revenue, and the growth through it has been sub-par: a CAGR of 3.9% from FY19 to FY26, with FY26 the first year to cross the pre-COVID peak of ₹349 cr set in FY19. That is despite revenue growing 64.2% in FY26 to ₹457 cr. Panel production was 120,616 sqm in FY24, 86,255 sqm in FY25 and 161,057 sqm in FY26.

Note: FY24 and FY25 have been restated to include Yes Systems, which was bought from the promoter family in August 2025 (accounted for as a common control transaction under Appendix C to Ind AS 103).

• The company had 22 domestic clients with active projects and five international clients (as of 31 March 2026). It executes domestic projects on a full EPC basis, from design through site installation, and supplies finished unitized panels to contractors in the USA and Australia. Domestically it sells to real estate developers such as Bagmane, K Raheja, Prestige, Lodha and Embassy, across commercial, residential, hospitality and healthcare projects; overseas it sells to façade contractors, mainly Winpro International, Reflection Window + Wall and SRG Global. Executed work includes Bagmane Rio in Bengaluru, now Google's Bengaluru headquarters. The company does not disclose client count over time.

• Revenue is concentrated, with the top three clients forming 57% of FY26 revenue. The company is one of the few Indian façade players with a meaningful export business, but that business rests on effectively one relationship. The USA was 40% of FY26 revenue and came entirely from Winpro International and Reflection Window + Wall, which are disclosed as affiliates of each other. Winpro and Bagmane, the largest domestic client, together made up 55% of FY26 revenue. Winpro sources from 17 suppliers across China, India and South Korea, per US customs records, so the company is not the exclusive source and volume can shift elsewhere. Work is awarded project by project, with no master supply agreement or volume commitment.

• Export work earns better margins than domestic. Overseas the company only supplies panels and a local contractor installs them. Domestic work includes installation, which shows up as subcontracting charges of 20% to 26% of domestic façade revenue. The order book is now tilting away from exports, which could hurt margins. Of the ₹982 cr book at 31 July 2026, exports are ₹186 cr, or 19%, against 45% of FY26 revenue. Since March the export book has come down from ₹202 cr while the domestic book has gone up from ₹469 cr to ₹626 cr.

• The industry is fragmented and price-driven, with about 18,000 players across façade and fenestration. Organised players are just 30% of the India façade market and only 12% of residential fenestration. The Ken report says low-cost operators supply substandard material at prices organised firms cannot match, squeezing their margins. Organised uPVC windows sell at ₹600 to ₹1,300 per sq ft against ₹200 to ₹400 for unorganised.

• The company had 370 permanent employees as of 31 March 2026. Attrition is high at 27.0% in FY26, against 20.4% in FY25 and 26.5% in FY24. The company has had four company secretaries (CS) in 25 months, the current one appointed in August 2026, a month before the RHP. In finance, the CFO chair has changed hands three times in two years. Sanjay Sawant resigned in April 2024 and Vivek Baid replaced him in July 2024. Baid resigned in May 2025 and Sawant returned the same day. Baid then moved to a newly created Chief Group Strategy and Finance Officer role and left in July 2026.

• The business was set up in 2002 as a partnership between Jawahar Hemrajani and Kamlesh Choudhary, and incorporated in 2010. Jawahar had run a powder coating business since the mid-1980s before moving into façades. Jawahar, 63, became Chairman in May 2025. His son Eshan, 36, who studied at Cardiff and Warwick, joined the board in 2014 and took over as Managing Director and CEO in 2025. The two are the promoters and hold 52.5%. A second son, Amit, holds 9.35%, part of it received as consideration when the family sold Yes Systems to the company in August 2025. He is classified as promoter group and holds no role as director, key managerial personnel or promoter.

• The other founding family has exited. Kamlesh Choudhary sold most of his stake to the Hemrajanis in January 2023 and the remainder to the company in July 2024. The offer is largely OFS. Of the ₹428 cr issue, ₹368 cr, or 86%, goes to selling shareholders and only ₹60 cr reaches the company.

• Motilal Oswal's funds have backed the company since 2014 and held 35.6% before the offer, falling to 17.3% after. They are the largest sellers: of the ₹368 cr offer for sale, ₹272 cr goes to India Business Excellence Fund IIA and ₹96 cr to the two promoters. Motilal Oswal Investment Advisors is one of the two lead managers. Since it is an associate of the selling fund, SEBI rules limit it to marketing the offer, and IIFL Capital Services handles the due diligence and pricing.

• The FY24 audit report carried a qualification. The auditor held that ₹31.2 cr should be provided for VAT on years still under assessment, equal to 26% of net worth at the time. The company provided nothing, taking the view that the amount was recoverable from customers, and continues to carry it as a contingent liability. The Maharashtra Sales Tax Tribunal quashed the demand in July 2025 and upheld that in May 2026, but the department has taken it to the Bombay High Court.

• Yes Systems was a separate company owned personally by Eshan, Amit and Vinne Hemrajani. In August 2025 they transferred it to Glass Wall Systems in exchange for newly issued shares in the company, valuing it at ₹155 cr. It is a high margin business the RHP frames as a growth vertical, but revenue fell from ₹33.8 cr in FY25 to ₹27.1 cr in FY26 and EBITDA margin from 44.2% to 34.8%. Yes Systems also had to restate its earlier accounts after its auditor found revenue had been recognised incorrectly, though this did not change the consolidated numbers in the RHP.

Business

• Revenue runs across three verticals. Domestic façade solutions, a full EPC business covering design, manufacture, supply and site installation, was ₹223 cr or 48.9% of FY26 revenue. International façade products supply, where the company manufactures and ships panels to the USA and Australia without installing them, was ₹207 cr or 45.2%. Fenestration, the luxury windows and doors business run through Yes Systems, was ₹27.1 cr or 5.9%, down from 12.2% in FY25.

• Core products are unitized curtain wall panels, where the aluminium frame and glass are assembled into finished units at the factory and hooked onto the building on site. The range extends to stick and semi-unitized curtain walls, window walls, storefront glazing, aluminium composite panel and stone cladding, louvers, skylights, canopies, glass balustrades and point-fix glazing. Yes Systems sells aluminium windows and doors under the ORIA brand.

• Principal raw materials are aluminium extrusions, performance glass, silicone and fasteners, sourced from Global Aluminium, Hindalco, FG Glass and Dow. Material cost was 48.3% of FY26 revenue, of which glass alone was ₹70.0 cr or 31.7%. The top ten suppliers were 69.5% of material cost and there are no long-term supply contracts with most of them. Imports were 8.6% of revenue.

• Subcontracting charges of ₹53.4 cr in FY26 include ₹20.6 cr, or 38.6%, paid to M.J. Coaters Private Limited, a promoter group entity of which both promoters are directors. The share was 47.7% in FY25 and 45.8% in FY24. The RHP separately notes that coating of aluminium extrusions and sheets is limited to a single supplier

• All manufacturing is at one facility at Vile Bhagad, Raigad, Maharashtra, on 32,415 sqm of developed area within a 101,299 sqm plot leased from MIDC for 95 years. It runs four production lines. Installed capacity was 185,000 sqm in FY26 against production of 161,057 sqm, a utilisation of 87.1%, versus 53.9% in FY25 and 75.4% in FY24.

• Sales are entirely tender-driven with no distribution network. Domestic work comes largely from repeat orders, with the Bagmane, K Raheja and Prestige relationships running eight to 12 years. Overseas the route to market is a partnership with a local façade contractor rather than direct selling. The order book stood at ₹982 cr as of 31 July 2026, up from ₹349 cr at March 2025.

Promoters and Leadership

• Jawahar Hemrajani, 63, and his son Eshan, 36, are the two promoters and hold 52.5% between them. Jawahar became Chairman and Whole-Time Director in May 2025. Eshan joined the board in 2014, became Managing Director in May 2025 and Chief Executive Officer in July 2025. Each drew ₹1.50 cr in FY26, the full extent of their approved ceiling and 3.6% of PAT combined.

• Both promoters are directors of M.J. Coaters, the promoter group entity that has received 38% to 48% of the company's subcontracting spend in each of the last three years.

• All three independent directors were appointed in May and July 2025, within months of the IPO process starting. Other than one of them, no director has prior experience as a director of a listed company, which the RHP flags as a risk. The Motilal Oswal nominee has been on the board since 2014.

Financials

Glass Wall Systems (India) Ltd