ACI Infocom board of directors appointed JVJ & Co as its internal auditor for the financial year 2026-27. The meeting held on August 27, 2026 also saw the resignation of M/s. Nishant Bajaj & Associates as secretarial auditor due to pre-occupation with other professional commitments.

The company simultaneously appointed M/s. D Maurya and Associates as the new secretarial auditor for a term of five consecutive years, effective from April 1, 2026 till March 31, 2031. The outgoing firm confirmed there were no disputes or pending issues leading to their resignation.

Key Board Decisions

The board meeting commenced at 3:30 pm and concluded at 5:02 pm. Key resolutions included:

• Appointment of JVJ & Co as Internal Auditor for FY27
• Acceptance of resignation from M/s. Nishant Bajaj & Associates as Secretarial Auditor
• Appointment of M/s. D Maurya and Associates as Secretarial Auditor for five years

AGM Schedule

The company informed shareholders that the 44th Annual General Meeting (AGM) for the year ended March 31, 2026 will be held on Wednesday, September 30, 2026 at 3:00 pm (IST). The meeting will be conducted through Video Conferencing or Other Audio Visual Means (OAVM).

Auditor Profiles

JVJ & Co is a Mumbai-based chartered accountancy firm offering services in audit, assurance, risk advisory, and tax. D Maurya and Associates, headed by CS Dhirendra Maurya, specializes in corporate laws, SEBI LODR compliances, and secretarial audits.

Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia have filed the Draft Letter of Offer (DLOF) with SEBI for their mandatory open offer to acquire up to 26% of ACI Infocom . The DLOF, dated August 24, 2026, sets the tendering period from October 5, 2026, to October 16, 2026. The acquirers seek to purchase up to 3,70,47,634 equity shares at ₹1.53 per share.

The filing follows the Detailed Public Statement (DPS) submitted on August 17, 2026. Credora Partners Private Limited acts as the Manager to the Offer, while MUFG Intime India Private Limited serves as the Registrar. The maximum consideration for the open offer stands at ₹5,66,82,881, assuming full acceptance by public shareholders. The acquirers have deposited ₹1,42,00,000 in an escrow account with HDFC Bank Limited, exceeding the required 25% of the maximum offer consideration.

Strategic Pivot and Financial Context

The acquisition is coupled with a proposed fundamental alteration to the company’s Memorandum of Association (MOA). Currently engaged in IT products and services, ACI Infocom plans to diversify into aviation, aerospace, and defence manufacturing. The revised object clauses seek approval to operate airline services, manage aviation academies, and manufacture drones, eVTOL aircraft, and defence equipment. This strategic pivot aligns with the acquirers’ extensive background in the aviation industry, including commercial operations and flight simulation training.

The open offer is triggered by a concurrent preferential allotment approved by the board on August 10, 2026. Under this arrangement, the acquirers will receive 3,20,00,000 equity shares and 29,48,00,000 fully convertible warrants (FCWs). Upon completion of the preferential issue, the Mandavias will hold 3,56,89,004 shares, constituting 25.05% of the post-issue emerging voting share capital. This crossing of the 25% threshold mandates the open offer under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The offer comes against a backdrop of financial contraction for the target company. Audited results for FY26 show a sharp decline in total income to ₹54.38 lakh from ₹138.77 lakh in FY25. Concurrently, the company reported a net loss of ₹185.41 lakh in FY26, widening significantly from a loss of ₹53.16 lakh in FY25. Shareholders’ funds stood at ₹1,451.41 lakh as of March 31, 2026, down from ₹1,636.82 lakh in the prior year.

What the Numbers Show

The valuation dynamics reveal a disconnect between the company’s current financial performance and the acquisition premium. While the company’s net worth eroded by approximately 11.3% year-on-year due to mounting losses, the acquirers are paying a price (₹1.53) that is higher than the recent market average (₹1.41). This suggests the valuation is driven by the strategic potential of the proposed business pivot rather than current earnings power. Furthermore, the inclusion of nearly 3 crore FCWs in the preferential allotment indicates a capital-intensive restructuring plan, where significant future dilution may occur upon conversion, although these warrants are excluded from the immediate voting capital calculation for the open offer.

Offer Timeline and Financial Arrangements

The tendering period is scheduled to commence on October 5, 2026, and close on October 16, 2026. Payment to accepting shareholders will be made within ten working days of the tender closure, with all requirements expected to be completed by November 2, 2026. The existing promoter, Pujya Gururwar Textile India Private Limited, will be reclassified as a public shareholder following the transaction. The DLOF also notes that the offer price may be subject to upward revision if the acquirers acquire any equity shares at a higher price prior to the last working day before the tendering period begins.