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.

ACI Infocom Limited has scheduled an Extra-Ordinary General Meeting (EGM) for Wednesday, September 9, 2026, to approve a fundamental restructuring of its business objectives and capital structure. The Mumbai-based company seeks shareholder approval to alter its Memorandum of Association (MOA) to enter the aviation, aerospace, defence, and explosives sectors, marking a significant departure from its existing operations. The notice for the EGM was dispatched on August 17, 2026, in electronic mode to members with registered email IDs.

The EGM will consider special resolutions to adopt a new MOA aligned with the Companies Act, 2013, and a new set of Articles of Association. The revised objects clause explicitly permits the company to operate airline services, manufacture drones and unmanned aerial vehicles (UAVs), develop aviation infrastructure, and produce defence equipment and industrial explosives, subject to regulatory approvals.

Capital Restructuring

To facilitate this expansion, the company proposes increasing its authorized share capital from ₹13.5 crore to ₹50 crore. This involves creating an additional 36.5 crore equity shares of face value ₹1 each. The increase is necessary to accommodate the proposed preferential issue and the subsequent conversion of fully convertible warrants (FCWs).

Preferential Issue Details

The board has approved a preferential allotment comprising equity shares and FCWs to promoters and public allottees. The issue price is fixed at ₹1.53 per share/warrant, determined based on the volume-weighted average price over the preceding 10 trading days before the relevant date of August 10, 2026, plus a control premium.

The equity shares will be allotted to Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia. The FCWs, convertible into equity shares within 18 months, are being issued to a broader group including the Mandavia family members and various non-promoter entities such as Adcon Capital Services Limited and Anupam Stock Broking Pvt Ltd.

Change in Control

The transaction triggers a change in control. Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia, currently classified as non-promoters, will become part of the promoter group post-allotment. They have made an open offer under SEBI Takeover Regulations to acquire additional shares from public shareholders. Upon completion, their holding is projected to reach approximately 25.05% on an undiluted basis and 31.03% on a fully diluted basis.

What the Numbers Show

The capital raise structure reveals a heavy reliance on deferred equity funding. While the immediate cash inflow from equity shares is limited to ₹4.89 crore, the issuance of ₹45.10 crore worth of warrants creates significant potential dilution. If fully converted, the total post-issue share capital would expand to approximately 43.73 crore shares, more than tripling the current outstanding count of roughly 11.05 crore shares. This indicates that the new promoters intend to secure substantial voting power and equity stake through the warrant conversion mechanism over the next 18 months.

Utilization of Proceeds

The company plans to utilize the proceeds from the preferential issue for specific strategic acquisitions and corporate purposes:

• Acquisition of aircraft (Hawker): ₹30 crore
• Investment in Wardwizard Aviation Private Limited: ₹7.52 crore
• General corporate purposes: ₹12.48 crore

The utilization timeline extends until March 31, 2028. As the issue size does not exceed ₹100 crore, the company is exempt from appointing a SEBI-registered credit rating agency to monitor the use of proceeds.

Voting and Logistics

Remote e-voting will be available from September 6, 2026, at 9:00 am to September 8, 2026, at 5:00 pm. The cut-off date for determining voting eligibility is September 2, 2026. The EGM will be conducted via video conference, with MUFG Intime India Private Limited facilitating the voting process. Mr. Vivek Rawal, Practicing Company Secretary, has been appointed as the Scrutinizer to ensure a fair and transparent e-voting process.