Nature of the Event

This is a Draft Letter of Offer for a mandatory open offer made by Mr. Rakesh Ramanlal Shah (Acquirer) and Komal Infotech Private Limited (Person Acting in Concert, PAC) to the public shareholders of ECS Biztech Limited (Target Company). The offer is being made pursuant to Regulations 3(1) & 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), triggered by a Share Purchase Agreement (SPA) to acquire a controlling stake.

Key Quantitative Figures

  • Offer Size: Up to 53,44,313 Equity Shares
  • Percentage of Capital: 26.00% of the total paid-up/voting share capital
  • Offer Price: ₹10.50 per fully paid-up Equity Share
  • Maximum Open Offer Consideration: ₹5,61,15,286.50 (Five Crore Sixty-One Lakh Fifteen Thousand Two Hundred Eighty-Six and Paise Fifty)
  • Face Value of Shares: ₹10 per share
  • Total Paid-Up Capital of Target Company: ₹20,55,50,470 (20,555,047 shares)
  • Escrow Deposit: ₹5,62,00,000 (more than 100% of maximum consideration) deposited with Axis Bank Limited

Dates of Action

  • Public Announcement Date: July 29, 2026
  • Detailed Public Statement Publication: August 05, 2026
  • Draft LOO Filing with SEBI: August 12, 2026
  • Identified Date (for shareholder list): September 07, 2026
  • LOO Dispatch to Shareholders: September 15, 2026
  • Last Date for Revision of Offer Price: September 21, 2026
  • Offer Opening Date: September 22, 2026
  • Offer Closing Date: October 06, 2026
  • Settlement Date (Payment): October 21, 2026

Parties Involved

Acquirer: Mr. Rakesh Ramanlal Shah (Individual)

  • Address: E-37, Ayojannagar Society, Near Shreyas Crossing, Paldi, Ahmedabad-380007
  • PAN: AHZPS0616G
  • Net Worth (as of June 30, 2026): ₹10,29,78,01,551 (One Thousand Twenty-Nine Crore Seventy-Eight Lakh One Thousand Five Hundred Fifty-One)

PAC: Komal Infotech Private Limited

  • Net Worth (as of March 31, 2026): ₹11,94,94,621 (Eleven Crore Ninety-Four Lakh Ninety-Four Thousand Six Hundred Twenty-One)

Target Company: ECS Biztech Limited (EBL)

  • Listed on: BSE Limited (Scrip Code: 540063)

Sellers (Promoter Group):

  • Mr. Vijay Mansinhbhai Mandora (59.50% holding)
  • Mrs. Seema Vijay Mandora (0.04% holding)
  • Mr. Achal Vijaysinh Mandora (0.31% holding)
  • Mandora Finserve Private Limited (5.56% holding)

Manager to the Offer: Beeline Capital Advisors Private Limited

Registrar to the Offer: Purva Sharegistry (India) Private Limited

Escrow Banker: Axis Bank Limited

Buying Broker: Spread X Securities Private Limited

Share Purchase Agreement Details

The open offer is triggered by an SPA dated July 29, 2026, between the Acquirer, PAC, and the Sellers.

  • Shares Acquired via SPA: 1,34,46,936 Equity Shares
  • Percentage Acquired: 65.42% of total capital
  • SPA Purchase Price: ₹2.26 per share
  • Total SPA Consideration: ₹3,03,90,076 (Three Crore Three Lakh Ninety Thousand Seventy-Six)
  • Acquirer's Share in SPA: 1,15,00,000 shares
  • PAC's Share in SPA: 19,46,936 shares

The SPA contains conditions precedent, including compliance with obligations, obtaining necessary consents, absence of material adverse effect, and no pending proceedings. If these conditions are not met, the SPA may be terminated, and the open offer will stand withdrawn under Regulation 23(1) of SEBI SAST Regulations.

Financial Arrangements

The Acquirer has made firm financial arrangements for the open offer consideration from his own resources. A cash amount of ₹5,62,00,000 has been deposited in an escrow account with Axis Bank Limited, which is more than 100% of the maximum consideration payable.

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 offer is not conditional upon any minimum level of acceptance.

Risk Factors

Key risks disclosed include:

  • The offer is subject to conditions precedent in the SPA.
  • Potential for oversubscription and proportionate acceptance.
  • Inability to withdraw tendered shares during the offer period.
  • Potential delays in payment if statutory approvals are delayed.
  • Fluctuations in market price during the settlement period.
  • Tax implications for shareholders.

Capital Structure Impact

Pre-Offer Shareholding (Promoters): 65.42%

Post-Transaction Shareholding (assuming full acceptance):

  • Acquirer (Rakesh Shah): 81.95%
  • PAC (Komal Infotech): 9.47%
  • Public Shareholders: 8.58%

The Acquirer and PAC undertake to maintain the minimum public shareholding requirement of 25% as per SEBI LODR Regulations and Rule 19A of SCRR if their combined holding exceeds 75%.

Governance Intentions

The Acquirer and PAC intend to reconstitute the Board of Directors of the Target Company in compliance with applicable regulations. They plan to continue the existing line of business of the Target Company with no immediate plans to alienate material assets outside the ordinary course of business.

Additional Information

The Equity Shares of the Target Company are not frequently traded as per Regulation 2(1)(j) of SEBI SAST Regulations. The offer price of ₹10.50 was determined as the highest of various parameters under Regulation 8, including a negotiated price of ₹2.26 under the SPA and an independent valuation of ₹5.31 per share.

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