Credora Partners Private Limited (Manager to the Open Offer) has submitted to BSE a copy of Draft Letter of Offer (DLOF) for attention of the public shareholders of ACI Infocom Limited.

DRAFT LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Draft Letter of Offer (“DLOF”) is being sent to you as a Public Shareholder (as defined below) of ACI Infocom Limited (“Target Company”). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Offer (as defined below) / Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares of the Target Company, please hand over this Draft Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement to the purchaser of the Equity Shares or to the member of the Stock Exchange through whom the said sale was effected. OPEN OFFER (“OFFER”) BY MR. SANJAY NATVARLAL MANDAVIA (“ACQUIRER-1”) Residing at: A-3, 1101, World Spa East, Near FWSTS Building, Sector-30, Gurgaon, Haryana – 122001 Tel. No.: +91 9987832155 | Email: saanjaymandavia@gmail.com MS. RUPAL SANJAY MANDAVIA (“ACQUIRER-2”) Residing at: A-3, 1101, World Spa East, Near FWSTS Building, Sector-30, Gurgaon, Haryana – 122001 Tel. No.: +91 9619196529 | Email: R.mandavia73@gmail.com OPEN OFFER FOR ACQUISITION OF UPTO 3,70,47,634 (THREE CRORES SEVENTY LAKHS FORTY SEVEN THOUSAND SIX HUNDRED THIRTY FOUR) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹1/- (RUPEE ONE ONLY) EACH, REPRESENTING 26.00% (TWENTY SIX PERCENT) OF THE EMERGING VOTING SHARE CAPITAL (AS DEFINED BELOW) OF ACI INFOCOM LIMITED (HEREINAFTER REFERRED TO AS "TARGET" OR “TARGET COMPANY” OR “ACI INFO”) FROM PUBLIC SHAREHOLDERS (AS DEFINED BELOW) AT AN OFFER PRICE OF ₹1.53/- (RUPEES ONE AND FIFTY THREE PAISE ONLY), PAYABLE IN CASH, BY MR. SANJAY NATVARLAL MANDAVIA (“ACQUIRER-1”) AND MS. RUPAL SANJAY MANDAVIA (‘ACQUIRER-2’), (HEREINAFTER COLLECTIVELY REFERRED TO AS ‘ACQUIRER’ OR ‘ACQUIRERS’) PURSUANT TO AND IN ACCORDANCE WITH REGULATION 3(1) AND REGULATION 4 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS”) (“OFFER” OR “OPEN OFFER”). FOR THE PUBLIC SHAREHOLDERS OF ACI INFOCOM LIMITED (“TARGET COMPANY”) CIN: L72200MH1982PLC175476 Registered Office: Office No. 512, 5th Floor, Hubtown Solaris, N.S. Phadke Road, Saiwadi, Near Flyover Bridge, Andheri (East), Mumbai – 400069, Maharashtra, India Tel. No.: +91-75038 54646 | Email: compliance@acirealty.co.in | Website: www.acirealty.co.in 1. This Offer is being made by the Acquirers pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 and subsequent amendments thereto for substantial acquisition of shares/ voting rights accompanied with change in control and management of the Target Company. 2. This Offer is not a conditional offer in terms of Regulation 19(1) of the SEBI (SAST) Regulations and is not subject to any minimum level of acceptance. 3. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. There has been no competing offer as on the date of this Draft Letter of Offer. 4. The details of statutory and other approvals required as on the date of this Draft Letter of Offer is given in para 9.4 (Statutory and other Approvals) of this Draft Letter of Offer. 5. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of Equity Shares of, or voting rights in, or control over, the Target Company. 6. The Offer Price and/ or the Offer Size may be subject to upward revision, if any, pursuant to the provisions of Regulation 18(4) of the SEBI (SAST) Regulations, at any time prior to commencement of the last 1(One) Working Day prior to the Tendering Period, i.e., Wednesday, September 30, 2026, and the same would also be informed by way of a public announcement in the same newspapers where the original Detailed Public Statement has appeared. Where the Acquirers have acquired any Equity Shares during the Offer Period at a price higher than the Offer Price, the Offer Price shall stand revised to the highest price paid for such acquisition in accordance with the provisions of Regulation 8(8) of the SEBI (SAST) Regulations. However, the Acquirers shall not acquire any Equity Shares after the 3rd Working Day prior to the commencement of the Tendering Period, and until the expiry of the Tendering Period. In the event of such revision, the Acquirers shall: (i) make corresponding increase to the Escrow Amount; (ii) make a public announcement in the same newspapers in which the Detailed Public Statement was published; and (iii) simultaneously with the issue of such public announcement, inform SEBI, BSE Limited Stock Exchange, and the Target Company at its registered office of such revision. Such revision would be done in compliance with the requirements prescribed under the SEBI (SAST) Regulations and the revised Offer Price would be payable for all the Equity Shares validly tendered during the Tendering Period of the Open Offer. ACI INFOCOM LIMITED OPEN OFFER | DRAFT LETTER OF OFFER 1 7. The Acquirers shall complete all procedures relating to this Open Offer within 10 (Ten) Working Days (as defined below) from the date of closure of the Tendering Period (as defined below), including payment of consideration to those Public Shareholders whose share certificates and/or other documents are found valid and in order and are accepted for acquisition by the Acquirers. 8. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Open Offer is more than the number of Offer Shares (as defined below), the Acquirers shall accept those Equity Shares validly tendered by the Public Shareholders on a proportionate basis in consultation with the Manager to the Offer , subject to a maximum of 3,70,47,634 (Three Crores Seventy Lakhs Forty Seven Thousand Six Hundred Thirty Four) fully paid up Equity Shares ("Offer Shares") representing 26.00% (Twenty Six per cent) of the emerging voting share capital, provided that acquisition of Equity Shares from a Public Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot. The minimum marketable lot for the Equity Shares for the purpose of this Offer shall be 1 (one) Equity Share. 9. In the event of withdrawal of the Open Offer in terms of Regulation 23(1) of the SEBI (SAST) Regulations, 2011, the Acquirers (through the Manager to the Offer) shall, within 2 (Two) Working Days of such withdrawal, make a public announcement of such withdrawal, in the same Newspapers in which the Detailed Public Statement was published, stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations and such public announcement shall be sent to SEBI, Stock Exchange and the Target Company at its registered office. 10. Public Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to withdraw such acceptance during the Tendering Period, in terms of Regulation 18(9) of the SEBI (SAST) Regulations. 11. A copy of the Public Announcement (“PA”), the Detailed Public Statement (“DPS”) and this Draft Letter of Offer (“DLoF”) (including the Form of Acceptance-cum-Acknowledgement) is expected to be available on the website of SEBI at www.sebi.gov.in. 12. Unless otherwise stated, the information set out in this DLOF reflects the position as of the date hereof. All future correspondence, if any, in relation to this Offer should be addressed to the Manager to the Offer or the Registrar to the Offer at the addresses set out below: MANAGER TO THE OFFER REGISTRAR TO THE OFFER CREDORA PARTNERS PRIVATE LIMITED MUFG INTIME INDIA PRIVATE LIMITED Address: 6th Floor, B Wing, GSC Tower, Sector 30, Address: C-101, Embassy 247, L.B.S. Marg, Vikhroli Gurugram, Haryana – 122001 (West), Mumbai - 400 083, Maharashtra, India CIN: U70200HR2025PTC132099 CIN: U67190MH1999PTC118368 Tel. No.: 0124-4293471 Tel No.: +91 8108116767 Email: info@credorapartners.com E [Showing first 8,000 characters — download PDF for full document]