Key Quantitative Figures

  • Open Offer Size: Up to 53,44,313 (Fifty-Three Lakhs Forty-Four Thousand Three Hundred and Thirteen) equity shares.
  • Open Offer Percentage: 26.00% of the total paid-up/voting share capital of ECS Biztech Limited.
  • Open Offer Price: ₹10.50 (Rupees Ten and Paise Fifty Only) per fully paid-up equity share.
  • Total Open Offer Consideration: ₹5,61,15,286.50 (Rupees Five Crore Sixty-One Lakh Fifteen Thousand Two Hundred and Eighty-Six and Paise Fifty Only).
  • Underlying Transaction Size: 1,34,46,936 (One Crore Thirty-Four Lakh Forty-Six Thousand Nine Hundred Thirty-Six) equity shares.
  • Underlying Transaction Percentage: 65.42% of the total paid-up/voting share capital.
  • Underlying Transaction Price: ₹2.26 (Rupees Two and Paise Twenty-Six Only) per share.
  • Total Underlying Transaction Consideration: ₹3,03,90,076 (Rupees Three Crore Three Lakh Ninety Thousand and Seventy-Six Only).

Dates of Action

  • Share Purchase Agreement (SPA) Execution Date: Wednesday, July 29, 2026.
  • Public Announcement Date: July 29, 2026.
  • Detailed Public Statement (DPS) Publication Deadline: On or before Wednesday, August 5, 2026.

Parties Involved

  • Acquirer: Mr. Rakesh Ramanlal Shah.
  • Person Acting in Concert (PAC): M/s Komal Infotech Private Limited.
  • Manager to the Offer: Beeline Capital Advisors Private Limited (SEBI Registration No.: INM000012917).
  • Target Company: ECS Biztech Limited (CIN: L30007GJ2010PLC063070, ISIN: INE925Q01024, BSE Scrip Code: 540063).
  • Selling Shareholders (Promoter Group):
  • Vijay Mansinhbhai Mandora (59.50% holding pre-transaction)
  • Seema Vijay Mandora (0.04% holding pre-transaction)
  • Achal Vijaysinh Mandora (0.31% holding pre-transaction)
  • Mandora Finserve Private Limited (5.56% holding pre-transaction)

Purpose or Stated Rationale

The open offer is a triggered offer obligation under SEBI SAST Regulations. It is being made because the Acquirer and PAC are acquiring 65.42% of the voting capital and complete control over the management and affairs of ECS Biztech Limited from its promoter group via a Share Purchase Agreement.

Financial and Operational Impact

  • Mode of Payment for Open Offer: Cash.
  • Mode of Payment for Underlying SPA: Cash.
  • Capital Structure Impact: Post the underlying transaction and successful open offer, the Acquirer (Rakesh R. Shah) will hold 1,15,00,000 shares (55.95%) and the PAC (Komal Infotech) will hold 19,46,936 shares (9.47%), giving them combined control of 65.42%.
  • The acquirer and PAC had nil shareholding in the target company prior to this transaction.

Other Material Conditions & Disclosures

  • The Open Offer is not conditional upon any minimum level of acceptance.
  • This is not a competing offer pursuant to Regulation 20 of the SEBI (SAST) Regulations.
  • The Acquirer and PAC do not have an intention to delist the Target Company.
  • The Acquirer and PAC accept full responsibility for the information in the PA and confirm adequate financial resources are in place for the open offer.
  • All information regarding the Target Company in the PA is based on publicly available sources.

Forward-Looking Statements

The Detailed Public Statement (DPS) containing further details of the offer is scheduled for publication in newspapers by August 5, 2026. A Letter of Offer (LOF) will be issued subsequently in accordance with the SEBI (SAST) Regulations.

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