Nature of the Event

This is a mandatory Open Offer ("Offer") made by Mr. Rakesh Ramanlal Shah ("Acquirer-1") and Komal Infotech Private Limited ("Acquirer-2") (collectively, the "Acquirers") to the public shareholders of ECS Biztech Limited ("EBL" or "Target Company"). The offer is being made pursuant to Regulations 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations").

The trigger for the offer is a Share Purchase Agreement ("SPA") dated July 29, 2026, between the Acquirers and the promoter & promoter group selling shareholders of EBL.

Key Quantitative Figures

  • Offer Size: Up to 53,44,313 Fully Paid-Up Equity Shares
  • Offer Percentage: 26.00% of the total paid-up/voting share capital of EBL
  • Face Value: Rs. 10/- per share
  • Offer Price: Rs. 10.50 per share
  • Maximum Open Offer Consideration: Rs. 5,61,15,286.50 (Payable in Cash)
  • SPA Consideration: Rs. 3,03,90,076 for 1,34,46,936 shares (65.42% stake) at Rs. 2.26 per share
  • Escrow Amount Deposited: Rs. 5,62,00,000/- (more than 100% of the maximum offer consideration) with Axis Bank Ltd.
  • Total Paid-Up Capital of EBL: Rs. 20,55,50,470 divided into 2,05,55,047 Equity Shares
  • Authorized Share Capital of EBL: Rs. 40,00,00,000

Dates of Action

  • Share Purchase Agreement (SPA) Date: Wednesday, July 29, 2026
  • Public Announcement (PA) Date: July 29, 2026
  • Detailed Public Statement (DPS) Publication Date: Wednesday, August 05, 2026
  • Draft Letter of Offer (DLoF) Filing Date: Wednesday, August 12, 2026
  • SEBI Observation Letter Date: August 31, 2026 (Ref: HO/49/12/11(84)2026-CFD-RAC-DCR1)
  • Identified Date (for shareholder list): Wednesday, September 02, 2026
  • Letter of Offer Dispatch Date: Tuesday, September 15, 2026
  • Offer Opening Date: Thursday, September 17, 2026
  • Offer Closing Date: Wednesday, September 30, 2026
  • Last Date for Revision of Offer Price: Wednesday, September 16, 2026
  • Settlement Date (Payment to Shareholders): On or before Thursday, October 15, 2026

Parties Involved

Acquirers:

1. Mr. Rakesh Ramanlal Shah (Acquirer-1)

2. Komal Infotech Private Limited (Acquirer-2)

Sellers (Promoter & Promoter Group):

1. Mr. Vijay Mansinhbhai Mandora (59.50% pre-transaction holding)

2. Mrs. Seema Vijay Mandora (0.04% pre-transaction holding)

3. Mr. Achal Vijaysinh Mandora (0.31% pre-transaction holding)

4. Mandora Finserve Private Limited (5.56% pre-transaction holding)

Manager to the Offer: Beeline Capital Advisors Private Limited (SEBI Reg. No.: INM000012917)

Registrar to the Offer: Purva Sharegistry (India) Private Limited (SEBI Reg. No.: INR000001112)

Buying Broker: Spread X Securities Private Limited (SEBI Reg. No.: INZ000310930)

Escrow Banker: Axis Bank Limited

Target Company: ECS Biztech Limited (CIN: L30007GJ2010PLC063070)

Stock Exchange: BSE Limited (Scrip Code: 540063)

Purpose and Rationale

The Open Offer is a mandatory offer triggered by the acquisition of a controlling stake (65.42%) from the existing promoters pursuant to the SPA. The acquirers intend to gain control over the management and affairs of the Target Company. The acquirers state they will continue the existing line of business of EBL (IT services) and intend to retain its listing status on the BSE.

Financial and Operational Impact

  • Capital Structure Impact: Post-acquisition (SPA + full acceptance of Open Offer), the shareholding is expected to be:
  • Acquirer-1 (Mr. Rakesh Shah): 81.95%
  • Acquirer-2 (Komal Infotech): 9.47%
  • Public Shareholders: 8.58%
  • The acquirers undertake to maintain the minimum public shareholding requirement of 25% as per Rule 19A of the SCRR within the specified timeframe.
  • Cash Flow Implications: A definite outflow of up to Rs. 5,61,15,286.50 for the open offer and Rs. 3,03,90,076 for the SPA.

Conditions and Approvals

The offer is not conditional upon any minimum level of acceptance.

As of the date of this Letter of Offer, no statutory approvals are required for the Open Offer. However, the offer is subject to all statutory approvals that may become applicable later. The SPA contains conditions precedent, and if they are not satisfied, the offer may be withdrawn under Regulation 23(1) of the SAST Regulations.

Procedure for Acceptance

Shareholders can tender shares through the stock exchange mechanism (BSE) during the tendering period. Detailed procedures are provided for both dematerialized and physical shareholders. The settlement will be handled through the clearing corporation mechanism.

Other Material Disclosures

  • The Equity Shares of EBL are not frequently traded as per Regulation 2(1)(j) of the SAST Regulations.
  • The Offer Price of Rs. 10.50 was justified per Regulation 8(2) of the SAST Regulations, being higher than the highest negotiated price under the SPA (Rs. 2.26) and an independent valuation (Rs. 5.31).
  • The Acquirers have provided a net worth certificate confirming adequate resources.
  • A committee of independent directors of EBL is required to provide its written recommendations on the offer before the tendering period begins.
  • The acquirers have committed not to use the "EBL" or "ECS" brand names for any purpose.

#Tags: #ECSBiztech #OpenOffer #SEBISAST #Takeover #RegulatoryCompliance #Neutral