ACE Software Exports Ltd

Record Date Details

• Purpose: first call on partly paid-up equity shares.
• Security: partly paid-up equity shares (Rights Equity Shares) ISIN IN9849B01026.
• Record date: Wednesday, August 26, 2026.
• Call amount: Rs 30.25 per share, with Rs 2.75 to face value and Rs 27.50 to securities premium.
• Outstanding quantity: 54,71,101 partly paid-up shares (face value Rs 10, paid-up Rs 4.50).
• Rights shares were allotted on December 19, 2025 under LOF dated November 14, 2025.

Key resolutions

• Approved first call of ₹30.25 on 54,71,101 partly paid-up rights shares (₹2.75 face value, ₹27.50 premium).
• Fixed record date of Wednesday, 26 August 2026 for determining eligible shareholders.
• Payment period fixed from 2 to 16 September 2026; may be extended at board’s discretion.
• Details of the First Call to be included in the Call Notice.

Target background

• Ace Infoworld Private Limited, IT software services company incorporated in 1996, Rajkot, Gujarat, India.
• Business lines include software design/development, data processing, IT consulting, and ICT solutions.
• Turnover: ₹0.21 lakh (2024-25) and ₹19 lakh (2025-26).
• Presence: India; CIN U72200GJ1996PTC061333; registered office: Rajkot.

Transaction details

• Acquired remaining 8,900 equity shares, 1.38% of fully diluted equity.
• Total consideration ₹8,02,246; cash payment completed 13 Aug 2026.
• Ace Infoworld becomes a wholly owned subsidiary.
• Form of consideration: cash.
• Related party: promoters/directors hold interest in target.
• Acquired 1.38% stake via 8,900 shares; now 100% ownership.

Strategic rationale

• Rationale: consolidate holdings and secure full ownership within IT/software business.

Regulatory and timeline

• Regulatory approvals: Not Applicable.
• Completion date: 13 August 2026 upon payment.

Meeting Details

• Date: August 18, 2026.

Key Agenda Items

• Consider and approve call money payment on 54,71,101 partly paid-up shares issued Dec 19, 2025 on rights basis.
• Any other business with permission of the chair.

Use of proceeds from Rights Issue

• No deviation or variation in the use of proceeds for quarter ended 30 June 2026.
• Rights issue raised Rs 60.18 crore in Dec 2025, partly paid-up.
• Applied funds received on application: Rs 27.08 crore; balance Rs 33.10 crore to be called.
• Monitoring agency: Brickwork Ratings India Private Limited; applicable.
• Audit Committee reviewed; no comments.
• Statement uploaded on ACE website.
• Object-wise allocations show no deviation; no changes to original objects.
• Funds raised on December 19, 2025.

Transaction details

• Target Company: Ace Software Exports Limited.
• Disclosing Party: Pushpaben Jayantibhai Kalaria (Promoter Group).
• Transaction Type: Sale of 89,825 voting shares (35,640 fully paid, 54,185 partly paid).
• Pre-Transaction Holding: 1,94,649 shares (1.04%), encumbrances NIL.
• Transaction Details: Sold 89,825 shares (0.39%); open market; equity (fully and partly paid).
• Post-Transaction Holding: 1,04,824 shares (0.65%), encumbrances NIL.
• Date(s): 07-08-2026 to 11-08-2026.
• Capital before: Rs 15,22,78,994.50; 1,27,65,904 fully paid; 54,71,101 partly paid.
• Capital after: Rs 15,22,78,994.50; same counts.
• Total diluted capital after: Rs 18,23,70,050; 1,82,37,005 equity shares.

Transaction overview

• Target Company: Ace Software Exports Limited.
• Disclosing Party: Jaybhai Bhupatbhai Sanghani and Vikram Bhupat Sanghani (Promoter group).
• Transaction Type: Sale of shares.
• Pre-Transaction Holding: 6,81,438 VR (3.65%).
• Transaction Details: 88,775 VR sold; open market.
• Post-Transaction Holding: 5,92,663 VR (3.24%).
• Mode of acquisition/sale: Open Market.
• Date: 06-08-2026 to 11-08-2026.
• Equity capital before: Rs 15,22,78,994.50; 1,27,65,904 fully paid.
• Partly paid: 54,71,101 shares; paid-up Rs 4.50.
• Equity capital after: same as before.
• Total diluted capital after: Rs 18,23,70,050; 1,82,37,005 equity shares.

531525: Fully paid shares sale

• Disclosing Party: Harilal Thakarshi Dhamsania-HUF (Promoter Group).
• Pre-holding: 2,86,786 voting rights (1.54%), encumbrances NIL.
• Acquired/Sold: Sold 1,12,298 voting rights (0.48% of voting capital; 0.62% of diluted).
• Post-holding: 1,74,488 voting rights (1.05%).
• Mode: Open Market.
• Dates: 06-08-2026 to 11-08-2026.
• Pre-transaction equity capital: Rs 15,22,78,994.50; fully paid 1,27,65,904; partly paid 54,71,101.
• Post-transaction equity capital: Rs 15,22,78,994.50; fully paid 1,27,65,904; partly paid 54,71,101.
• Total diluted capital after: Rs 18,23,70,050; 1,82,37,005 equity shares.

890230: Partly paid shares sale

• Disclosing Party: Harilal Thakarshi Dhamsania-HUF (Promoter Group).
• Pre-holding: 1.57% voting rights; encumbrances NIL.
• Post-holding: 0.96% voting rights.
• Acquired/Sold: Sold 70,178 partly paid-up shares.
• Mode: Open Market.
• Dates: 06-08-2026 to 11-08-2026.
• Total diluted capital after: Rs 18,23,70,050; 1,82,37,005 equity shares.

Disclosure details

• Target Company: Ace Software Exports Limited.
• Disclosing Party: Vaishali Amit Mehta (Promoter).
• Transaction Type: Disposal of voting rights via sale of equity shares.
• Pre-Transaction Holding: 9,21,685 shares (4.94%), no encumbrances.
• Transaction Details: 1,34,379 shares sold (0.55%), equity shares, open market, 04-08-2026 to 11-08-2026.
• Post-Transaction Holding: 7,87,306 shares (4.39%), no encumbrances.
• Date(s) of Transaction: 04-08-2026 to 11-08-2026.
• Share Capital Context: Pre/post capital Rs 15,22,78,994.50; diluted post Rs 18,23,70,050.

Issue Overview

• Rights issue of equity shares.
• Total size disclosed; net proceeds not specified; no explicit undersubscription noted.
• Proceeds planned for multiple objects, including QeMFG, expansion, transformation, and Theia Education acquisitions.
• GCP is stated object; board approval obtained for allocations.

Utilisation of Proceeds

• Utilisation is as per the offer document; no material deviations observed.
• Deviation from objects: none; means of finance unchanged.
• Investment progress: several objects ongoing with partial utilisation; some completed.
• Theia Education acquisitions completed; other objects partially utilised.
• Unutilised funds parked in fixed deposits and monitoring accounts.
• Unutilised amount for ongoing objects; maturities noted for earmarked FDs.
• GCP utilisation: 2.69 crore deployed for Theia acquisition.
• Board approval obtained for GCP allocations; further cap limits exist.

Governance and Compliance

• All statutory approvals for objects obtained.
• Shareholder approvals not applicable for material deviations.
• Board resolutions obtained for GCP allocations (Feb 2026).
• No material adverse events or regulatory actions reported.
• Monitoring agency report is not an audit; confirms independence.

General Corporate Purpose (GCP)

• GCP utilised: 2.69 crore; used for acquiring remaining Theia Education shares.
• Board approval obtained for GCP allocation per board resolution.
• Balance GCP and unidentified acquisitions capped per board: up to 25% per object, 35% collectively.
• Remaining net proceeds allocated under Board-approved plan for GCP and acquisitions.