ACI Infocom Ltd

ACI Infocom Ltd trading window closed from October 01, 2026 till 48 hours after declaration of unaudited Financial Results for the quarter ended September 30, 2026.

Resolutions

• Special: Alter objects and adopt new MOA; 71 in favour, 5 against.
• Special: Adopt new Articles of Association; 71 in favour, 5 against.
• Ordinary: Increase authorized share capital and amend MOA/AOA; 71 in favour, 5 against.
• Special: Issue up to 3,20,00,000 equity shares on preferential basis to promoter group; 71 in favour, 5 against.
• Special: Issue up to 29,48,00,000 fully convertible warrants to promoter group and public; 71 in favour, 5 against.

AGM details

• Date and time: 9 September 2026, 2:00 PM.
• Mode: VC/OAVM; deemed venue in Mumbai.
• Quorum: 54 members present.
• Meeting concluded at 2:16 PM IST.
• Chairperson: Sanjay Natvarlal Mandavia (Whole-time Director).
• Scrutinizer appointed for e-voting: Vivek Rawal.
• Remote e-voting window: 6–8 September 2026.

Resolutions considered

• Resolution 1 (Special): Alter objects and adopt a new Memorandum of Association.
• Resolution 2 (Special): Adopt new Articles of Association replacing existing ones.
• Resolution 3 (Ordinary): Increase authorized share capital; amend Capital Clause in MOA/AOA.
• Resolution 4 (Special): Issue up to 3.2 crore equity shares to promoter group.
• Resolution 5 (Special): Issue up to 29.48 crore fully convertible warrants to promoter group and public.

AGM notice access and email update

• AGM 44th scheduled for 30 Sep 2026 at 3:30 PM IST via VC/OAVM.
• Shareholders without registered emails will receive AGM and Annual Report access link.
• Weblink and exact path for Annual Report 2025-26 provided on investor-relations page.
• Cut-off date for non-registered emails is 28 Aug 2026.
• Please update email addresses with depositories/DPs to receive notices and support Green Initiative.

Financial snapshot FY2025-26

• Revenue from operations: nil; total income ₹54.38 Lakhs; PBT & PAT ₹-185.41 Lakhs.
• EPS: ₹-0.168 (basic and diluted) for FY2025-26.
• Net loss for the year ₹185.41 Lakhs, vs ₹53.16 Lakhs in the prior year.

Capital structure & liquidity

• Paid-up equity capital: ₹11.05 Crore; authorized capital proposed to rise to ₹50 Crore.
• Post-year preferential issue: up to 3.20 Crore shares at ₹1.53 each.
• Cash & cash equivalents ₹35.67 Lakhs; no borrowings.
• Post-year approvals: EGM on 9 Sep 2026; capital raise subject to shareholder approval.
• FY2025-26: no change in issued capital; no rights issue or buybacks.

Board and governance changes

• Sanjay Mandavia appointed Executive Director on 21 Feb 2026.
• Nidhi Dhanuka appointed Non-Executive Director on 18 Jul 2025.
• Navneet Kumar appointed Non-Executive Independent Director on 24 Apr 2026.
• Resignations: Kushal Jain and Dilip Dhariwal on 5 Sep 2025.
• Resignations: Krishna Vyas and Hemant Jain on 14 Aug 2026.
• Secretarial Auditor transition: Nishant Bajaj & Associates resigned Aug 27, 2026; D Maurya appointed.

Related party transactions

• RPT policy in place; all related party transactions arm's length; half-yearly stock exchange filings.
• Inter-corporate loan to Sanjog Developers; closing balance ₹327.44 Lakhs.
• Related party remuneration: Kushal Jain ₹2.01 Lakh; Sarika Mehta ₹2.00 Lakh; Dilip Dhariwal ₹2.52 Lakh.
• Unsecured loan of up to ₹2 Crores from Mr. Sanjay Mandavia approved; not a deposit.

Audit, risk and internal controls

• Secretarial audit: Nishant Bajaj resigned; M/s D Maurya appointed Aug 27, 2026.
• Internal audit: Divya Sarraf 2025-26; JVJ & Co. appointed 2026-27.
• No fraud reported; no significant litigation per auditor's report.
• Internal financial controls adequate and operating effectively.

Strategy and operations

• Alter MOA Main Object to include aviation; EGM Sept 9, 2026.
• Aviation/defence focus; redevelopment in real estate; growth in EPC.
• Outlook: infra capex expansion may boost demand; gov't focus on affordable housing.
• Risks: construction, design, environmental, and manpower cost pressures.

Dividend, ESG and disclosures

• Dividend for 2025-26: not declared.
• CSR not applicable; governance disclosures and cyber security updates noted.
• SCORES complaints: none; governance disclosures on company website.

Internal Auditor Appointment

• JVJ & Co appointed Internal Auditor for FY 2026-27, effective Aug 27, 2026.
• Profile: Mumbai-based CA firm offering internal audit and ICFR services.

Secretarial Auditor Resignation

• Nishant Bajaj & Associates resigned as Secretarial Auditor, effective close of business hours Aug 27, 2026.
• Reason: pre-occupation with other professional commitments.
• No disputes or pending issues reported.
• Company to appoint another eligible Practicing Company Secretary as Secretarial Auditor replacement.

Secretarial Auditor Appointment

• M/s. D Maurya and Associates appointed Secretarial Auditor for five consecutive years.
• Term: Apr 1, 2026 to Mar 31, 2031.
• Profile: Practising Company Secretaries led by CS Dhirendra Maurya with governance/compliance expertise.

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.