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ACI Infocom Ltd. Proxy Solicitation & Information Statement 2026

Apr 28, 2026

63163_rns_2026-04-28_9a50c894-adcf-4c1d-975f-202ca527c2d3.pdf

Proxy Solicitation & Information Statement

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Date: April 28, 2026

BSE Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 517356

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of the Extra Ordinary General Meeting (EGM) of the Company.

Pursuant to Regulation 30 read with Part A, Para A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations’ ), please find enclosed herewith the Notice for convening Extra-Ordinary General Meeting ( “EGM” ) of the shareholders of the Company, to be held on Wednesday, May 20, 2026 at 03:00 P.M. (IST) through Video Conferencing or Other Audio Visual Means ( “VC/OAVM” ), seeking approval of the Members in respect of the resolutions set out in the EGM Notice.

In compliance with Section 108 of the Companies Act, 2013 ( ‘Act’ ) and other applicable provisions of the Act, read with the applicable Rules, Listing Regulations, the provisions of relevant MCA Circulars and other law(s) as applicable, the Company is providing e-voting facility to the members, whose names appear in the Register of Members / List of Beneficial Owners as on Wednesday, May 13, 2026 ( "Cut-Off Date" ), to cast their votes electronically on the resolutions as set forth in the EGM Notice, using remote e-voting system as well as e- voting at the EGM through electronic voting system. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for this purpose.

Further, in accordance with the provisions of the relevant MCA Circulars, the Company has sent the EGM Notice along with Explanatory Statement by electronic mail only to all its members who have registered their email addresses with the Company or depository/depository participants.

The facility of e-voting will be available for the following period:

Commencement of e-Voting From 9.00 a.m. (IST) on Friday, May 15, 2026
End of e-Voting Upto 5.00 p.m. (IST) on Tuesday, May 19, 2026

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The same will be made available on company’s website at https://www.acirealty.co.in/.

We request you to kindly take the aforesaid information on record.

For ACI Infocom Ltd

PRADEEP Digitally signed by PRADEEP DHANUKA DHANUKA Date: 2026.04.28 19:15:41 +05'30'

Pradeep Dhanuka Managing Director DIN: 00326544

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NOTICE FOR EXTRAORDINARY GENERAL MEETING (EGM)

NOTICE IS HEREBY GIVEN THAT THE (01/2026-27) EXTRA-ORDINARY GENERAL MEETING (“EGM”) OF THE MEMBERS OF ACI INFOCOM LTD WILL BE HELD THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) ON WEDNESDAY, MAY 20, 2026, AT 3.00 P.M. IST TO TRANSACT THE FOLLOWING BUSINESSES:

SPECIAL BUSINESS:

Item No. 1:

To consider and approve the appointment of Mr. Sanjay Mandavia (DIN: 03606814) as an Executive Director of the Company for a period of 5 (five) years and payment of remuneration:

To Consider and if thought fit, to pass the following resolution with or without modifications, if any, as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company and based on the recommendation of the Audit Committee, the Nomination and Remuneration Committee and the Board, the approval of the members be and is hereby accorded for the appointment of Mr. Sanjay Mandavia (DIN: 03606814) as an Executive Director of the Company for a period of 5 (five) consecutive years with effect from April 24, 2026 up to April 23, 2031, on the terms and conditions including remuneration of Rs.11,00,000/p.a. (Rupees Eleven Lakhs only) provided that the remuneration payable to him shall not exceed the maximum permissible limit prescribed under Section 197 read with Section 198 and Schedule V of the Companies Act, 2013, the details of which are given in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of the Executive Director of the Company, the Company has no profits or its profits are inadequate, the Company may pay to the Executive Director, the above remuneration as the minimum remuneration in accordance with Schedule V of the Act for a period not exceeding five years from the date of approval by way of remuneration as specified in the explanatory statement annexed hereto, subject to the receipt of requisite approvals, if any.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (including the Nomination and Remuneration Committee) be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and to sign and further to execute all the necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

Item No. 2:

- Appointment Mr. Navneet Kumar (DIN: 10725183) as a Non Executive Independent Director of the Company for a term of five years:

To Consider and if thought fit, to pass the following resolution with or without modifications, if any, as SPECIAL RESOLUTION:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or reenactment(s) thereof for the time being in force), approval of the members be and is hereby accorded for the appointment of Mr. Navneet Kumar (DIN: 10725183), who was appointed as an Additional Director (Non-Executive Independent) of the Company with effect from April 24, 2026 by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in terms of Section 161 of the Act read with the Articles of Association of the Company, and who has submitted a declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from April 24, 2026 up to April 23, 2031.

RESOLVED FURTHER THAT Mr. Navneet Kumar shall be paid sitting fees of Rs. 8,000/- (Rupees Eight Thousand only) per meeting of the Board and/or Committees thereof, as may be decided by the Board from time to time and within the limits prescribed under the applicable provisions of the Act and SEBI Listing Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s)/ Authorised Representative(s) of the Company to all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

For ACI Infocom Limited

Sd/- Pradeep Dhanuka Managing Director DIN: 00326544

ACI INFOCOM Limited

CIN: L72200MH1982PLC175476

Shop 109,1st Floor, Dimple Arcade Premises Chs Ltd Asha Nagar, Thakur Complex, Kandivali East, Mumbai, Maharashtra, India, 400101

Email. ID: [email protected] Tel No.: 022-40166323 Website: www.acirealty.co.in

Date: April 28, 2026 Place: Mumbai

Notes:

  1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), in respect of business all the Special Business is annexed hereto and forms part of the Notice.

  2. Pursuant to the General Circulars 2/2022 and 19/2021, other circulars issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and other circulars issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold EGM through VC, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the EGM of the Company is being held through VC.

  3. A Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since the EGM is being held in accordance with the Circulars through VC, the facility for the appointment of proxies by the Members will not be available.

  4. Participation of Members through VC will be reckoned for the purpose of quorum for the EGM as per Section 103 of the Act.

  5. Pursuant to the provisions of Section 113 of the Companies Act, Body Corporates/ Institutional / Corporate Members intending for their authorized representatives to attend the meeting are requested to send to the Company, on https://www.acirealty.co.in/ with a copy marked to [email protected] and [email protected] from their registered Email ID a scanned copy (PDF / JPG format) of certified copy of the Board Resolution / Authority Letter authorizing their representative to attend and vote on their behalf at the meeting.

  6. Members can join the EGM through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1,000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

  7. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.

  8. Notice is being sent by electronic mode, to those Members who have registered their email addresses with their respective depository participants or with the Registrar and Share Transfer Agents of the Company. As per the SEBI Circular, no physical copies of the Notice of the EGM shall be sent to any Member, however a letter with the details to access the Notice of EGM will be sent to all the members whose email address is not registered with the Company/the Company’s Registrar and Transfer Agent.

  9. Pursuant to Rule 20 of the Companies (Management and Administration) Rules, 2014 the Board of Directors of your Company at its Meeting held on April 24, 2026, has appointed M/s. Nishant Bajaj & Associates, Practicing Company Secretary (COP No.: 21538), as the Scrutinizer to conduct the

EGM through remote e-voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder.

  1. In compliance with the provisions of Section 108 of the Act, read with the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of Listing Regulations and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (‘NSDL’) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting during the EGM will be provided by NSDL.

  2. Since the EGM is being held through VC / OAVM, physical attendance of shareholders has been dispensed with. Further, pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip are not annexed to this Notice.

  3. Institutional/Corporate Shareholders intending to authorise their representatives to attend the meeting pursuant to Section 113 of the Act, are requested to email scanned certified copy of the Board/governing body resolution/authorization etc. authorising their representatives to attend and vote on their behalf at email IDs: [email protected]

  4. All documents referred to in the EGM Notice will be available electronically for inspection by the members, without payment of any fees, from the date of circulation of this Notice upto the date of EGM, i.e. Wednesday, May 20, 2026 . Members seeking inspection of the aforementioned documents can send an email to [email protected]

  5. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  6. Voting rights shall be reckoned on the paid-up value of shares registered in the name of member /beneficial owners (in case of electronic shareholding) as on the cut-off date i.e. Wednesday, May 13, 2026.

  7. The Company has appointed NSDL, e-voting agency to facilitate voting through electronic means. The remote e-voting period will commence from Friday, May 15, 2026 (9.00 a.m. IST) and end on Tuesday, May 19, 2026 (5:00 p.m. IST) . The e-voting module will be disabled by May 19, 2026 for voting thereafter.

  8. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Friday, May 15, 2026 at 09:00 A.M. and ends on Tuesday, May 19, 2026 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. May 13, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being May 13, 2026.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No.,
Verification code and generate OTP. Enter the OTP received on registered
email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name ore-Voting service
provider i.e. NSDLand you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
On the e-Services home page click on the “Beneficial Owner”icon under
“Login”which is available under‘IDeAS’section , this will prompt you
to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value
added services. Click on“Access to e-Voting”under e-Voting services
and you will be able to see e-Voting page. Click on company name ore-
Voting serviceprovider i.e. NSDLandyou will be re-directed to e-

Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.

  3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  2. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available
at CDSL websitewww.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders (holding
securities in demat
mode) login through
their depository
participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. upon
logging in, you will be able to see e-Voting option. Click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. Click on company name or e-Voting service
provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities
in demat mode with NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] call at 022-4886 7000
Individual Shareholders holding securities
in demat mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll
free no. 1800-21-09911

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

As required under Section 102 of the Companies Act, 2013, the following explanatory statement sets out the matter in relation to the Special Business mentioned in the accompanying notice:

ITEM NO. 01:

The Board of Directors of the Company in their meeting held on April 24, 2026, on the recommendation of the Nomination and Remuneration Committee & Audit Committee had, subject to the Provisions of Sections 196, 197, 198, 203 and all other applicable Provisions, if any, of the Companies Act, 2013 (Act) read with Schedule V of the said Act, appointed Mr. Sanjay Mandavia as the Executive Director for a period of 5 years w.e.f. April 24, 2026 to April 23, 2031, subject to approval of the shareholders of the Company at a remuneration of Rs.11,00,000/-(Rupees Eleven Lakhs Only) p.a. Mr. Sanjay Mandavia shall be liable to retire by rotation.

A brief profile of Mr. Sanjay Mandavia (DIN: 03606814) is as follows:

Mr. Sanjay Mandavia is an Indian aviation entrepreneur and former Senior Pilot and DGCA-approved Check Pilot at Kingfisher Airlines. After its closure in 2012, he founded Flight Simulation Techniques Centre (FSTC) to pioneer pilot simulation training in India and later launched FlyBig in 2021 to enhance regional connectivity across tier-2 and tier-3 cities.

During the financial year 2025–26, the Company has inadequate profits, the Company shall pay remuneration to Mr. Sanjay Mandavia as minimum remuneration, in accordance with the provisions of Schedule V to the Companies Act, 2013. The effective capital of the Company as on March 31, 2026, is above Rs. 5 crore but below Rs. 100 crore. Accordingly, in terms of Schedule V to the Companies Act, 2013, the Company is permitted to pay remuneration to a managerial person up to Rs. 84 lakhs per financial year for the financial year 2026–27.

Mr. Sanjay Mandavia satisfies all the conditions set out in Part-II of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act for being eligible for his appointment. He is not disqualified from being appointed as Director in terms of section 164 of the Act. Mr. Sanjay Mandavia is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority.

The following additional information as required by Schedule V to the Companies Act, 2013 is given below:

  • I. General Information:

  • a. Nature of Industry:

The Company is in business of Construction and IT business Activities.

  • b. Date or expected date of commencement of commercial production : The Company was incorporated on December 21, 1982 as a Private Limited Company and later converted into public company w.e.f. April 8, 1993. The Company has been operational since last forty three years. Date of Commencement of Activities is Not Applicable, since the Company has already commenced its business activities.

  • c. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable.

d. Financial performance based on given indicators, as per audited financial results for the year ended 31st March, 2025:

Particulars Amount in Rs.
Operationaland other Income 138.77
Expenditure 185.08
Profit/(Loss) beforeTax (46.31)
CurrentTax 7.88
DeferredTax Liability /Assets (1.03)
Profit/(Loss) after Tax 6.84

e. Foreign investments or collaborators, if any:

As on date, the Company had nil investments. The Company had no foreign collaborations as on 31st March, 2025.

  • II. Information about the appointee:

  • i. Background details: Refer as stated above.

ii. Past remuneration during the financial year ended 31st March, 2026: NIL

iii. Recognition or awards:.

  - Top 10 CEOs of the year 2021-22

  - Wings India Awards 2022

  - CWBTA Award – Bengal Global Trade Expo 2022

  - Certificate of Appreciation from Union Ministry of Civil Aviation.
  • iv. Job Profile and his suitability: Considering the leadership qualities, industry knowledge, strategic thinking, corporate governance, internal control systems and experience in overall general management including strategic and financial planning of the Company and taking into consideration his vast experience he is best suited for the assigned role.

  • v. Remuneration proposed: The details of remuneration proposed to be paid to Sanjay Mandavia have been disclosed in the resolution. It is proposed to pay the remuneration of Rs.11 lakhs per annum .

  • vi. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin):

  • Taking into consideration the size of the Company, his academic background, rich experience, the remuneration proposed for Mr. Sanjay Mandavia, is reasonable and appropriate in line with the industry standards.

  • vii. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any:

  • Besides the remuneration proposed to be paid to Mr. Sanjay Mandavia, the Director does not have any other pecuniary relationship with the Company or relationship with any other Director / Key Managerial Personnel of the Company.

III. Other Information:

  • i. Reasons of loss or inadequate profits: NA

  • ii. Steps taken or proposed to be taken for improvement: NA

  • iii. Expected increase in productivity and profits in measurable terms: NA

iv. Disclosures:

The information and Disclosures of the remuneration package of the Executive Director will be mentioned in the Annual Report in the Report on Corporate Governance and other annexures for the year ended March 31, 2027.

The Board recommends the Special Resolution set out at Item No. 01 for approval of the Members. Except Mr. Sanjay Mandavia, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the resolution.

ITEM NO. 02:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Navneet Kumar (DIN: 10725183)) as an Additional Director in the capacity of a Non-Executive Independent Director with effect from April 24, 2026, pursuant to Section 161 of the Companies Act, 2013. Further, as per the Regulation 17(1C) of the SEBI Listing Regulations, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Further, he is eligible for appointment as an Independent Director. The Company has received a notice under Section 160 of the Act proposing his candidature. The Company has received necessary declarations confirming that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations, and that he is not disqualified under Section 164 of the Act. In the opinion of the Board, he fulfils the conditions for appointment as an Independent Director and is independent of the management. Accordingly, it is proposed to appoint him as a Non-Executive Independent Director, not liable to retire by rotation, for a term of five consecutive years from April 24, 2026 to April 23, 2031.

A brief profile of Mr. Navneet Kumar (DIN: 10725183) is as follows:

Mr. Navneet Kumar is Company Secretary with an LLB degree and over three years of experience in corporate advisory and compliance consulting. Since January 2021, He has been associated with Prefcom Corporate Advisors LLP, specializing in corporate law, regulatory compliance, and strategic advisory. In August 2024, he took on the role of Director at Prefcom Capital Advisors Private Limited, further expanding expertise in financial advisory and capital markets. With a strong foundation in corporate law structuring, he is committed to delivering strategic solutions to businesses and investors. As an Independent Director, he bring an objective and unbiased perspective to board deliberations, contributing significantly to effective corporate oversight and decision-making. His understanding of corporate governance principles and stakeholder interests ensures balanced and transparent board functioning. With a strong foundation in corporate law and a strategic approach, he continues to support businesses in achieving their legal and financial objectives while ensuring compliance with regulatory frameworks. Further, his appointment enhances diversity in terms of skills, experience, and perspective on the Board.

The details of directorships held by him in other companies and other required disclosures are provided in Annexure-1 to this Notice. The Board recommends the Special Resolution as set out in this Notice in Item no. 02 for approval of the Members.

Except Mr. Navneet Kumar, none of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The approval of the members is accordingly being sought by way of passing ‘Special Resolution’ for Item no. 02 of the Notice.

None of the Directors or Key Managerial Personnel of the Company, including their relatives, are in, anyway, concerned or interested, in the above resolution.

The Board, accordingly, recommends the special resolution as set forth in Item no. 02 of this Notice for approval of the members.

For ACI Infocom Limited

Sd/-

Pradeep Dhanuka Managing Director DIN: 00326544

ACI INFOCOM Limited

CIN: L72200MH1982PLC175476

Shop 109,1st Floor, Dimple Arcade Premises Chs Ltd Asha Nagar, Thakur Complex, Kandivali East, Mumbai, Maharashtra, India, 400101

Email. ID: [email protected] Tel No.: 022-40166323 Website: www.acirealty.co.in

Date: April 28, 2026 Place: Mumbai

Annexure -1:

Details of Director seeking appointment [In pursuance of Regulations on 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings]

Name Sanjay Mandavia Navneet Kumar
DIN 03606814 10725183
Date of Birth and Age December 13, 1972,
53 years
September 01, 1996,
29 years
Date of first appointment February21,2026 April 24,2026
Qualifications Professional Professional
(Company Secretary with an
LLBdegree)
Expertise in specific functional
area
Sanjay Mandavia is an
Indian
aviation
entrepreneur and former
Senior Pilot and DGCA-
approved Check Pilot at
Kingfisher Airlines. After
its closure in 2012, he
founded Flight Simulation
Techniques Centre (FSTC)
to pioneer pilot simulation
training in India and later
launchedFlyBigin 2021
Corporate
law,
regulatory
compliance, corporate advisory,
strategic
advisory,
capital
markets, corporate governance
Terms
and
Conditions
of
appointment
Appointment for a term of
five
consecutive
years
commencing
from
24th
April, 2026 till 23rdApril,
2031
Appointment as a Non-Executive
Independent Director for a period
of five years commencing from
April 24, 2026, to April 23, 2031,
not liabletoretire byrotation.
Details of Remuneration on last
drawn
Not Applicable Not Applicable
Details of Remuneration sought to
be paid
Rs. 11,00,000/- (Rupees
Eleven Lakh Fifty Only)
p.m. with such annual
increments as may
be
decided
by
the
Board/Nomination
&
RemunerationCommittee
Sitting fees for attending Board
and Committee Meetings, if any,
where
he
is
a
member.
Commission, as determined by
the Board of Directors.
Relationship between Directors,
Manager
and
other
Key
Managerial Personnel of the
company
Mr.
Sanjay
Natvarlal
Mandavia does not have
any
relation
with
any
member of the Board of
Directors.
Mr. Navneet Kumar is not
related to any other Directors,
Manager
and
other
Key
Managerial Personnel of the
Company.
Number
of
Board
meetings
attended during the Financial Year
2025-26.
01 -
Directorships
held
in
other
companies
(excluding
foreign
companies)
03 03
Listed Entities from which he has
resigned as Director in past 3
years
- -
Memberships / Chairmanships of
committees of other companies
(excludingforeigncompanies)
- -
Number of Equity Shares held in
the Company
- -
The skills and capabilities for the
role of Independent Director
- He is a qualified Company
Secretary with a law degree,
possessing strong expertise in
corporate law, governance, and
regulatory compliance. He has
proven capabilities in providing
strategic advisory to businesses
and stakeholders, along with
experience in financial advisory,
including corporate structuring
and transaction support. He has a
sound understanding of capital
markets and related regulatory
frameworks, supported by a
strong foundation in corporate
legal structuring and strategy. He
is adept at delivering practical,
business-oriented solutions to
companies and investors while
effectively aligning legal and
regulatory
requirements
with
organizationalobjectives.