Mr. Rakesh Ramanlal Shah and Komal Infotech Private Limited have launched an open offer to acquire up to 26% of the equity share capital of ECS Biztech Limited. The offer price is fixed at ₹10.50 per share, significantly higher than the ₹2.26 negotiated in the Share Purchase Agreement (SPA) with promoters.

The tendering period begins on September 17, 2026, and closes on September 30, 2026. The acquirers aim to purchase up to 53,44,313 equity shares, representing the mandatory 26% stake required under SEBI (SAST) Regulations following their agreement to acquire a controlling 65.42% stake from the promoter group.

Offer Structure and Pricing

The open offer is unconditional and not subject to any minimum level of acceptance. The maximum consideration payable under the open offer is ₹5.61 crore (₹5,61,15,286.50). Acquirer-1, Mr. Rakesh Ramanlal Shah, has deposited ₹5.62 crore in an escrow account with Axis Bank Limited, covering more than 100% of the maximum consideration.

The offer price of ₹10.50 was determined in compliance with SEBI regulations, being higher than the highest negotiated price of ₹2.26 and the valuation-based price of ₹5.31 determined by an independent valuer. In case of oversubscription, acceptances will be made on a proportionate basis.

Background of Acquisition

The open offer follows an SPA dated July 29, 2026, wherein the acquirers agreed to buy 1,34,46,936 shares (65.42%) from the promoter group—comprising Vijay Mansinhbhai Mandora, Seema Vijay Mandora, Achal Vijaysinh Mandora, and Mandora Finserve Private Limited—for a total consideration of ₹3.04 crore (₹3,03,90,076) at ₹2.26 per share.

Upon completion of both the SPA and the open offer (assuming full acceptance), Mr. Rakesh Ramanlal Shah and Komal Infotech Private Limited will hold approximately 91.42% of the company’s paid-up capital. The existing promoters will be reclassified as public shareholders. The acquirers intend to reconstitute the Board of Directors but have not yet appointed nominees.

Financial Context

ECS Biztech reported a net profit of ₹2.96 lakh for FY26, up 45.8% from ₹2.03 lakh in FY25, despite a 34.9% decline in operating revenue to ₹190.30 lakh. The profit growth was driven by a deferred tax benefit of ₹15.56 lakh. The company’s book value per share stands at negative ₹1.14 as of March 31, 2026.

What the Numbers Show

The divergence between the SPA price (₹2.26) and the open offer price (₹10.50) highlights the regulatory premium mandated for public shareholders under SEBI takeover rules. While the promoters are exiting at a negotiated discount relative to the public offer price, the acquirers are paying a significant premium over the independent valuation of ₹5.31 to secure control. This structure ensures that public shareholders receive a price well above the recent market valuation metrics, although liquidity remains low with only 9.06% annualized trading turnover.

Key Dates and Procedures

• Identified Date: September 2, 2026 (for determining eligible shareholders)
• Letter of Offer Dispatch: On or before September 9, 2026
• Offer Period: September 17, 2026 to September 30, 2026
• Payment of Consideration: On or before October 15, 2026

Shareholders can tender shares through their stock brokers via the BSE acquisition window. Demat shareholders do not need to fill a Form of Acceptance, while physical shareholders must submit original certificates and transfer deeds to the Registrar to the Offer, Purva Share Registry (India) Private Limited.

ECS Biztech Limited promoter Vijay M. Mandora acquired 15,20,700 equity shares, representing a 7.40% stake, from Laurels Management Private Limited (now Laurels Management LLP). The transaction, executed on September 16, 2025, was disclosed to stock exchanges on August 20, 2026, marking a filing delay of 332 days.

The acquisition was structured as an inter-se transfer under Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This exemption relieved the acquirer from making an open offer. The shares were purchased at ₹9.36 per equity share.

Shareholding Impact

Following the transaction, Vijay M. Mandora’s individual shareholding increased from 52.10% to 59.50% of the total paid-up capital. When combined with other persons forming part of the promoter and promoter group, the aggregate holding stands at 65.85% (1,35,35,023 equity shares). This figure remained unchanged before and after the specific acquisition from Laurels Management LLP.

Pricing and Regulatory Compliance

The acquisition price of ₹9.36 per share was within the permissible limit set by SEBI regulations. It did not exceed 25% of the volume-weighted average market price of ₹8.37, calculated over the 60 trading days preceding the disclosure notice. The stock is classified as frequently traded for this pricing benchmark.

Both the acquirer and the seller confirmed compliance with all applicable disclosure requirements under Chapter V of the Takeover Regulations, 2011. The declaration was signed by Vijay M. Mandora in Ahmedabad on August 20, 2026.