Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia have initiated a mandatory open offer to acquire a controlling stake in ACI Infocom , marking a significant shift in ownership and strategic direction for the listed entity. The couple, who are spouses and currently serve as directors within the aviation sector, aim to acquire up to 3,70,47,634 equity shares representing 26% of the company’s emerging voting share capital. The offer price is fixed at ₹1.53 per share, resulting in a maximum consideration of ₹5,66,82,881 assuming full acceptance by public shareholders.

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.

Strategic Pivot to Aviation and Defence

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.

Financial Health and Valuation Context

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.

Despite the operational losses, the offer price of ₹1.53 per share is justified under SEBI regulations as it matches the highest negotiated price for the underlying preferential allotment. It also exceeds the volume-weighted average market price of ₹1.41 over the 60 trading days preceding the public announcement. The shares are currently traded under Long Term-ASM: Stage 3 on the BSE.

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 acquirers have deposited ₹1,42,00,000 in an escrow account with HDFC Bank Limited, representing more than 25% of the maximum offer consideration. Credora Partners Private Limited has been appointed as the Manager to the Offer. 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. The existing promoter, Pujya Gururwar Textile India Private Limited, will be reclassified as a public shareholder following the transaction.

ACI Infocom Ltd has filed its un-audited financial results for the quarter ended June 30, 2026, pursuant to Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors approved the financial statements during its meeting held on Friday, August 14, 2026. The company also submitted a limited review report alongside the results as required under Regulation 33 of the same regulations.

Filing Details

The newspaper advertisements containing the un-audited results and the limited review report were published in Financial Express (English) and Mumbai Mitra (Marathi). These publications are also available on the company’s website.

Sanjay Natvarlal Mandavia, Whole Time Director, signed the filing on August 15, 2026, from Mumbai. The document confirms compliance with statutory disclosure requirements but does not provide specific financial data points such as revenue, net profit, or EBITDA in this correspondence.