ACI Infocom Open Offer Sets 26% Stake Bid in 2026

Open offer follows proposed change in control

ACI Infocom Ltd is the subject of a mandatory open offer by Sanjay Natvarlal Mandavia and Rupal Sanjay Mandavia. The acquirers have offered to buy up to 3,70,47,634 equity shares, representing 26% of the company’s emerging voting share capital. The offer price is ₹1.53 per equity share of face value ₹1 each. At full acceptance, the maximum consideration is ₹5.67 crore. Credora Partners Pvt Ltd is acting as the manager to the offer and has submitted the Draft Letter of Offer to BSE.

The transaction is linked to a proposed preferential allotment that can result in a change in control and management of ACI Infocom. The offer has been made under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. These rules require an acquirer crossing prescribed ownership or control thresholds to provide an exit opportunity to eligible public shareholders. The open offer is therefore separate from, but connected to, the proposed preferential issue.

Offer size and price

The Mandavias seek to acquire a maximum of 3,70,47,634 shares through the open offer. Each share is priced at ₹1.53, placing the total maximum payout at ₹5,66,82,881, or about ₹5.67 crore. Shareholders can tender shares during the offer period subject to the terms in the offer documents and the applicable SEBI process.

The Draft Letter of Offer dated August 24, 2026, specified a tendering period from October 5, 2026, to October 16, 2026. The stated offer is for 26% of the emerging voting share capital, a measure that reflects the post-issue capital structure contemplated in the transaction. The price and number of shares are fixed in the disclosed offer terms.

Key facts at a glance

Preferential issue triggered the offer

ACI Infocom’s board approved a preferential allotment on August 10, 2026. Under the arrangement described in the Draft Letter of Offer, up to 3.20 crore equity shares and 29.48 crore fully convertible warrants were proposed to be issued. Of the equity shares, 3.19 crore were proposed for Sanjay Natvarlal Mandavia and 1 lakh for Rupal Sanjay Mandavia.

The disclosure stated that, after the preferential issue, the acquirers would hold 3,56,89,004 shares, equal to 25.05% of the post-issue emerging voting share capital. The proposed acquisition of shares and the associated control change triggered the mandatory open offer. BSE in-principle approval for the preferential issue was applied for on August 17, 2026, according to the offer document, and was stated to be under process.

Promoter classification is set to change

ACI Infocom’s disclosures state that the company currently has no promoters. Following completion of the open offer, the Mandavias are expected to be classified as promoters and exercise control over the company. The existing promoter is proposed to be reclassified into the public category in accordance with Regulation 31A of the SEBI Listing Obligations and Disclosure Requirements Regulations.

The company’s reported shareholding pattern shows promoter holding at 22.88% through September 2025, declining to 3.60% in December 2025 and reaching zero from March 2026 onwards. The proposed reclassification is consequently material for investors assessing the company’s ownership structure after the transaction.

Earlier promoter share sales provide context

Pujya Guruwar Textile India Pvt Ltd, identified in disclosures as a promoter entity, sold 13,41,458 ACI Infocom shares through open-market transactions on March 25, 2026. The sale represented 1.21% of the company and reduced its holding from 2.05% to 0.84%, according to the disclosure. Separate reports gave differing transaction values for this sale, so the disclosed share quantity and stake change are the clearer comparable data points.

The entity had also sold 26 lakh shares during December 18-19, 2025. That transaction reduced its reported ownership from 11.92% to 9.57%. These sales preceded the proposed change in control and the subsequent open offer process.

Capital raising plans and business proposal

ACI Infocom scheduled an Extraordinary General Meeting on September 9, 2026, to consider a proposed strategic move into aviation, aerospace, defence and explosives. The proposal included an increase in authorised capital from ₹13.5 crore to ₹50 crore. The company’s disclosures connected this plan with a preferential issue priced at ₹1.53 per equity share and warrant.

Later announcements dated October 24, 2026, stated that ACI Infocom allotted 3.20 crore shares and 20.70 crore warrants, with funds raised of up to ₹32.55 crore. Another announcement cited up to ₹32.57 crore. These later figures differ from the 29.48 crore warrant figure described in the open-offer material, and shareholders should refer to the relevant final exchange filings for the applicable issued securities and allotment terms.

What the transaction means for shareholders

For public shareholders, the open offer provides a formal tender route at ₹1.53 per share for up to the stated 26% of emerging voting capital. It does not require every shareholder to tender shares. If valid tenders exceed the maximum number of shares sought, acceptance is governed by the SEBI-prescribed process outlined in the offer documents.

For the company, the transaction marks a proposed transfer of control alongside a substantial capital-raising programme. The preferential issue and warrants may significantly alter the equity base if issued and converted according to their terms. The shareholding structure, promoter classification and future capital profile are therefore central considerations alongside the stated offer price.

Regulatory framework behind the bid

SEBI’s takeover regulations are designed to protect public shareholders when a listed company experiences a substantial acquisition or change in control. Regulations 3(1) and 4 apply where ownership thresholds are crossed or control is acquired. The acquirers’ filing identifies both provisions as the basis for the offer.

The manager to the offer submitted the Draft Letter of Offer on behalf of the acquirers. The document sets out the offer size, price, funding obligation, shareholding effects and tendering mechanism. It also records that the acquirers are expected to become promoters after completion of the transaction.

Next disclosures remain important

The reported tendering window has already closed, based on the October 5-16, 2026 dates in the Draft Letter of Offer. Investors will need to monitor stock-exchange filings for the outcome of the offer, accepted shares, allotment details and any updates on promoter reclassification. Further disclosures may also clarify the final warrant issuance and capital-raising figures.

The central facts remain clear: the Mandavias offered ₹1.53 per share to acquire up to 26% of ACI Infocom’s emerging voting share capital, with maximum consideration of about ₹5.67 crore. The offer is part of a wider proposed ownership and capital restructuring at the company.