ACI Infocom Ltd

Open offer overview

• Open offer to acquire up to 3,70,47,634 equity shares (26% of Emerging Voting Capital) at ₹1.53 per share.
• Offer is mandatory, not conditional on minimum acceptance; not a competing offer.
• Maximum consideration ₹5,66,82,881; Escrow ₹1,42,00,000 deposited with HDFC Bank (25% of max).

Underlying transactions and post-offer ownership

• Board approved preferential allotment of up to 3,20,00,000 equity shares at ₹1.53 per share.
• 29,48,00,000 fully convertible warrants issued; 10,00,00,000 to Acquirer-2 and 19,48,00,000 to public; warrants not part of Emerging Voting Capital.
• Post-offer promoter stake: 7,27,36,638 shares (51.05% of Emerging Voting Capital).

Regulatory approvals and timeline

• EGM on 09 Sep 2026 to approve preferential allotment; BSE in-principle approval for the preferential issue.
• Offer opens 05 Oct 2026; closes 16 Oct 2026; payment by 02 Nov 2026.
• Identified Date: 18 Sep 2026.

MOA amendment and target finances

• MOA amendment proposed to include aviation, aerospace, defence and infrastructure activities; subject to approvals.
• FY2026 standalone: total income ₹54.38 lakh; PAT -₹185.41 lakh; net worth ₹1451.41 lakh.

Open offer overview

• Open Offer for up to 3,70,47,634 shares (26% Emerging Voting Capital) at ₹1.53 cash.
• Maximum consideration ₹5,66,82,881.
• Offer opens Oct 05, 2026; closes Oct 16, 2026.
• Payment to shareholders within 10 working days after tendering period.

Underlying preferential allotment & capitalization

• Board approved preferential allotment: 3,19,00,000 equity shares to Acquirer-1 and 1,00,000 to Acquirer-2; total 3,20,00,000.
• Warrants not part of Emerging Voting Capital; convert after 10 working days; 18 months.
• Post-offer, Acquirers would hold 51.05% of Emerging Voting Capital (7,27,36,638 shares); public 48.95%.

Governance & approvals

• Acquirers to become promoters; existing promoter to public; MOA amendments to add aviation/aerospace/defence.
• EGM scheduled Sept 9, 2026 to approve preferential allotment; stockexchange in-principle approval required.
• Open Offer not conditional; no minimum acceptance; approvals risk if pending.

MOA alteration

• Special resolution to adopt a new MOA aligned with the Companies Act.
• New objects include aviation, training, airports, defence, drones, and infrastructure.
• Board and Company Secretary authorized to file ROC forms.

AOA adoption

• Special resolution to adopt new Articles of Association substituting the existing.
• AOA aligned with the Companies Act 2013; governance enhancements expected.
• Board and Company Secretary authorized to file ROC forms.

Capital increase

• Ordinary resolution to increase Authorized Capital from Rs 13.5 crore to Rs 50 crore.
• Clause V substituted to reflect the new cap; Board authorized to act.

Equity preferential issue

• Special resolution to issue up to 3.2 million Equity Shares at Rs 1.53.
• Promoter group recipients: 3,19,00,000 and 1,00,000 to Rupal Mandavia.
• Relevant date for pricing: Aug 10, 2026.
• 100% upfront payment at allotment; 15 days for demat settlement.
• Use of proceeds: aircraft Hawker 3,000 Lakh; Wardwizard 752 Lakh; general corporate 1,248.04 Lakh.
• Open offer for 3,70,47,634 equity shares; change in control anticipated.

Warrants preferential issue

• Special resolution to issue up to 29,48,00,000 Fully Convertible Warrants at Rs 1.53.
• Warrants convertible within 18 months; in one or more tranches.
• 25% upfront payment; balance 75% on exercise.
• Lock-in for warrants and resulting equity; listing on exchange.
• Promoter group and public allocation; board authorized to finalize terms.

Open Offer Overview

• Acquirers: Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia; Credora Partners Private Limited is the Manager.
• Open offer triggered under SEBI SAST rules for 26% of Emerging Voting Capital.
• Target: ACI Infocom Limited.
• DPS issued August 17, 2026.

Offer Details

• Acquiring up to 3,70,47,634 shares (26% of Emerging Voting Capital).
• Offer price: ₹1.53 per share.
• Total consideration not disclosed.
• Opening/closing dates and tender period not provided.
• Conditions or approvals not specified; no competing offer indicated.

Key Dates

• DPS date: August 17, 2026.

Post-Offer Impact

• Post-offer shareholding structure and public float impact not disclosed.
• No delisting or asset sale plans stated.

Board / Committee

• No independent director recommendations included.

Deal overview

• Acquirers: Mr. Sanjay Mandavia and Ms. Rupal Mandavia, via Credora Partners Private Limited.
• Offer to acquire up to 3,70,47,634 equity shares, 26.00% of Emerging Voting Share Capital.
• Price offered: ₹1.53 per equity share.
• Statement issued under SEBI SAST Regulations 2011.
• Date of DP: 17 August 2026.

Resigning Directors

• Hemantkumar S Jain, Non-Executive Independent Director, resigns effective August 14, 2026.
• Krishna Kamalkishore Vyas, Non-Executive Independent Director, resigns effective August 14, 2026.
• Reason: Resignation.
• Confirmation: no other material reasons disclosed.
• Other listed entities: Hemantkumar S Jain – None; Krishna Kamalkishore Vyas – Swadeshi Industries and Leasing Ltd.
• Swadeshi Industries and Leasing Ltd committees: Audit, Stakeholder Relationship, and Nomination & Remuneration committees—Members.
• Regulatory/Shareholder approval: not indicated.
• Consequential changes to board/committee composition: not specified.

Meeting Details

• Board meeting on Friday, August 14, 2026 to consider unaudited quarterly results for quarter ended June 30, 2026.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended June 30, 2026; note Limited Review Report.

Other Notes

• Trading window closed from July 1, 2026; to reopen 48 hours after unaudited results declaration.

Open offer details

• Offer size up to 3,70,47,634 equity shares, 26.00% of Emerging Voting Capital.
• Offer price ₹1.53 per share; aggregate ₹5,66,82,881 to Public Shareholders.
• Acquirers: Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia.
• Mode of payment: cash to Public Shareholders.
• Regulatory trigger: Regulations 3(1) and 4 of SEBI SAST Regulations.

Underlying transaction and control

• Board approved preferential allotment on Aug 10, 2026 for up to 3,20,00,000 equity shares and 29,48,00,000 warrants.
• Direct underlying: 3,20,00,000 equity shares to acquirers; ₹4,89,60,000.
• Direct underlying: 10,00,00,000 convertible warrants; ₹15,30,00,000.
• Post-offer, Acquirers will hold 3,56,89,004 equity shares; 25.05% of post-issue capital.
• Warrants convert to one equity share after 10 working days from offer completion.

Promoter, public shareholding & timing

• Promoter group: Pujya Guruwar Textile India Private Limited.
• Post-offer holdings: 3,56,89,004 shares, 25.05% of post-issue Emerging Voting Capital.
• Public shareholding to remain at least 25% post-transaction.
• Acquirers will become Promoters after Open Offer; delisting not intended.

Target company details

• ACI Infocom Limited listed on BSE; symbol ACIIN; ISIN INE167B01025.
• CIN L72200MH1982PLC175476; registered office Andheri East, Mumbai 400069.
• Board resolution Aug 10, 2026; approval for preferential issue subject to regulatory approvals.