Beeline Capital Advisors Private Limited, acting as Manager to the Offer, has submitted a Detailed Public Statement (DPS) to BSE Limited regarding a mandatory open offer for ECS Biztech Limited (EBL).

The open offer is made by Mr. Rakesh Ramanlal Shah (Acquirer) and Komal Infotech Private Limited (PAC) to acquire up to 53,44,313 fully paid-up equity shares of face value ₹10 each, representing 26.00% of the total paid-up/voting share capital of ECS Biztech Limited. The offer price is set at ₹10.50 per equity share.

This offer is triggered pursuant to and in compliance with Regulations 3(1) & 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. It follows a Share Purchase Agreement (SPA) dated July 29, 2026, where the Acquirer and PAC agreed to acquire 1,34,46,936 equity shares (65.42% of share capital) from the promoter and promoter group selling shareholders at a negotiated price of ₹2.26 per share, aggregating to ₹3,03,90,076. The entire amount for the SPA transaction has already been paid to the sellers.

The prime objective of the Acquirer and PAC is substantial acquisition of equity shares/voting rights and control over the management and affairs of the Target Company.

Financial Arrangements

The total funding requirement for the open offer (assuming full acceptance) is ₹5,61,15,286.50 (Maximum Open Offer Consideration). The Acquirer and PAC have deposited ₹5,62,00,000 in an escrow account with Axis Bank, which is more than 100% of the total consideration payable. The acquisition will be financed by the Acquirer from his own resources.

CA Dhaval Prajapati of Dhaval Prajapati & Associates has certified that the Acquirer and PAC have adequate resources to implement the open offer. Mr. Rakesh Shah's net worth as of June 30, 2026, is certified at ₹10,29,78,01,551.

Shareholding and Acquisition Details

As of the Public Announcement date (July 29, 2026), neither the Acquirer nor PAC held any shares in the Target Company. Through the SPA, the Acquirer will acquire 1,15,00,000 shares (55.95%) and PAC will acquire 19,46,936 shares (9.47%).

Post-offer shareholding (assuming full acceptance) would be: Acquirer - 1,68,44,313 shares (81.95%), PAC - 19,46,936 shares (9.47%), totaling 91.42% of the company.

Offer Price Determination

The offer price of ₹10.50 per share was determined in accordance with Regulation 8(2) of SEBI (SAST) Regulations as the highest of:

  • Highest negotiated price under SPA: ₹2.26
  • Price determined by valuation parameters (book value, comparable multiples): ₹5.31

The equity shares of ECS Biztech are not frequently traded on BSE, with an annualized trading turnover of 9.06% for the 12 months prior to the PA (July 2025-June 2026).

Future Plans and Undertakings

The Acquirer and PAC intend to seek reconstitution of the Board of Directors in compliance with applicable regulations. They plan to retain the listing status of the Target Company and undertake to maintain the minimum 25% public shareholding requirement. They have no current plans to alienate any material assets of the Target Company except in the ordinary course of business.

Pursuant to the transactions, the Acquirer and PAC will become the promoter/promoter group of the Target Company, and the existing promoters will be reclassified as public category shareholders.

Tentative Schedule

  • Public Announcement: July 29, 2026
  • Publication of Detailed Public Statement: August 05, 2026
  • Identified Date: September 07, 2026
  • Opening of Offer: September 22, 2026
  • Closing of Offer: October 06, 2026
  • Payment of consideration: October 21, 2026

Target Company Financials

ECS Biztech Limited has an authorized share capital of ₹40,00,00,000 and paid-up capital of ₹20,55,50,470 (2,05,55,047 equity shares of ₹10 each). Key financial information based on audited statements:

  • FY2026: Total Income ₹194.66 lakh, PAT ₹2.96 lakh, EPS ₹0.01, Networth (₹234.53 lakh)
  • FY2025: Total Income ₹292.87 lakh, PAT ₹2.03 lakh, EPS ₹0.01, Networth (₹237.49 lakh)
  • FY2024: Total Income ₹218.59 lakh, PAT ₹280.93 lakh, EPS ₹1.37, Networth (₹214.34 lakh)

Key Appointments

  • Manager to the Offer: Beeline Capital Advisors Private Limited
  • Registrar to the Offer: Purva Sharegistry (India) Private Limited
  • Buying Broker: Spread X Securities Private Limited
  • Escrow Agent: Axis Bank

The offer is not conditional and not subject to any minimum level of acceptance. It is not a competitive bid.