Mr Rakesh Ramanlal Shah and Komal Infotech Private Limited (PAC) have initiated a mandatory open offer to acquire up to 53,44,313 equity shares of ECS Biztech Limited (EBL), representing 26% of the total paid-up voting share capital. The offer price is set at ₹10.50 per fully paid-up equity share, payable in cash.

The open offer follows a Share Purchase Agreement (SPA) dated July 29, 2026, wherein the acquirer and PAC agreed to purchase 1,34,46,936 equity shares (65.42% stake) from the existing promoter group—Vijay Mansinhbhai Mandora, Seema Vijay Mandora, Achal Vijaysinh Mandora, and Mandora Finserve Private Limited—at a negotiated price of ₹2.26 per share. The total consideration for the SPA is ₹3,03,90,076.

Offer Timeline and Terms

The tendering period for the public shareholders opens on Tuesday, September 22, 2026, and closes on Tuesday, October 6, 2026. The offer is not conditional upon any minimum level of acceptance. In the event of oversubscription, acceptances will be processed on a proportionate basis.

Financial Arrangements and Valuation

The maximum consideration for the open offer, assuming full acceptance, amounts to ₹5,61,15,286.50. The acquirer has deposited ₹5,62,00,000 in an escrow account with Axis Bank Limited, exceeding 100% of the maximum consideration. This deposit satisfies the regulatory requirement under Regulation 17 of the SEBI (SAST) Regulations, allowing the acquirer to reconstitute the Board of Directors of EBL upon completion of the SPA obligations.

The offer price of ₹10.50 was determined pursuant to Regulation 8(2) of the SEBI (SAST) Regulations. It is higher than the highest negotiated price under the SPA (₹2.26) and the valuation determined by an IBBI-registered valuer, CS Abhishek Chhajed, which placed the equity share value at ₹5.31. Since EBL’s shares are not frequently traded, the volume-weighted average market price parameters were not applicable.

What the Numbers Show

The significant disparity between the SPA price (₹2.26) and the open offer price (₹10.50) highlights the premium mandated for public shareholders under takeover regulations compared to private block deals. While the promoter group exits at a deep discount relative to face value (₹10), public shareholders receive a 5% premium over face value. This structure reflects the regulatory framework where negotiated prices with promoters do not dictate the floor for public offers unless they exceed other valuation benchmarks.

Background of Acquirer and Target

Mr Rakesh Ramanlal Shah, an experienced industrialist with over 30 years of experience, serves as the Managing Director of GSEC Limited and a director in Diamond Power Infrastructure Limited and IMP Powers Limited. His net worth as on June 30, 2026, stands at ₹1,029.78 crore. Komal Infotech Private Limited, the PAC, is engaged in IT services and real estate development. Its net worth as on March 31, 2026, is ₹11.95 crore.

ECS Biztech Limited, incorporated in 2010, reported income from operations of ₹190.30 lakh for the financial year ended March 31, 2026, down from ₹292.19 lakh in FY25. The company posted a profit after tax of ₹2.96 lakh in FY26, compared to ₹2.03 lakh in FY25. However, its net worth remains negative at -₹234.53 lakh as on March 31, 2026. The company has faced past regulatory actions from BSE for delays in filing corporate governance reports and annual reports, though trading suspension was revoked in November 2020.

Mr. Rakesh Ramanlal Shah and M/s Komal Infotech Private Limited have launched a mandatory open offer to acquire up to 53,44,313 (Fifty-Three Lakhs Forty-Four Thousand Three Hundred and Thirteen) fully paid-up equity shares of ECS Biztech Limited, representing 26.00% of the company's total paid-up/voting share capital, at an offer price of ₹10.50 per equity share. The maximum open offer consideration aggregates to ₹5,61,15,286.50. The offer is being made pursuant to and in compliance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, following the execution of a Share Purchase Agreement (SPA) dated July 29, 2026. Beeline Capital Advisors Private Limited has been appointed as Manager to the Offer.

Background and Trigger for the Open Offer

The open offer was triggered by the execution of an SPA on July 29, 2026, between the Acquirer, PAC, and the existing promoter and promoter group sellers of ECS Biztech Limited. Under the SPA, the Acquirer and PAC agreed to acquire 1,34,46,936 equity shares constituting 65.42% of the total paid-up/voting share capital of the Target Company at a negotiated price of ₹2.26 per equity share, aggregating to ₹3,03,90,076, payable in cash. The entire consideration was paid to the sellers upon signing of the SPA. The prime objective of the Acquirer and PAC is the substantial acquisition of equity shares, voting rights, and control over the management and affairs of ECS Biztech Limited.

The sellers and their respective shareholdings involved in the SPA are detailed below:

Details of the Acquirer and Person Acting in Concert (PAC)

Mr. Rakesh Ramanlal Shah, aged 73 years, is a commerce graduate from Gujarat University and an experienced industrialist with over 30 years of experience in various business activities. He is a promoter and director of Diamond Power Infrastructure Limited and IMP Powers Limited, entities listed on BSE and NSE, which were acquired through the Insolvency and Bankruptcy Code (IBC) resolution process. His net worth as on June 30, 2026, is ₹10,29,78,01,551/- (Rupees One Thousand Twenty-Nine Crore Seventy-Eight Lakhs One Thousand Five Hundred and Fifty-One Only), as certified by CA Dhaval Prajapati vide certificate dated July 29, 2026.

The PAC, Komal Infotech Private Limited, was incorporated on March 02, 2000, and is engaged in information technology, IT-enabled services, and real estate and infrastructure development activities. Mr. Rakesh Ramanlal Shah is the Promoter and Director of the PAC, holding 5,67,900 shares representing 97.41% of its share capital. The net worth of Komal Infotech Private Limited as on March 31, 2026, is ₹11,94,94,621/- (Rupees Eleven Crore Ninety-Four Lakh Ninety-Four Thousand Six Hundred and Twenty-One Only).

The brief financials of Komal Infotech Private Limited are as follows (₹ in Lakhs except EPS):

About ECS Biztech Limited

ECS Biztech Limited was originally incorporated as SAC Infosystem Private Limited on November 29, 2010, and subsequently renamed to its current form. The company's registered office is at B-02, The First, ECS Corporate House, behind Keshvbaug Party Plot, off 132 Ft. Road, Vastrapur, Ahmedabad-380015. The authorized share capital is ₹40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 equity shares of ₹10/- each. The issued, subscribed, and paid-up capital stands at ₹20,55,50,470/- divided into 2,05,55,047 equity shares of ₹10/- each. The equity shares are listed on the Main Board platform of BSE Limited (Scrip Code: 540063) and are not frequently traded within the meaning of Regulation 2(1)(j) of the SEBI (SAST) Regulations.

The key financial information of ECS Biztech Limited is as follows (₹ in Lakhs except EPS):

Shareholding Structure and Offer Price

The proposed shareholding of the Acquirer and PAC in ECS Biztech Limited, assuming full acceptance in the open offer, is summarized below:

The offer price of ₹10.50 per fully paid-up equity share has been determined in terms of Regulation 8(2) of the SEBI (SAST) Regulations as the highest among applicable parameters. Since the equity shares of the Target Company are not frequently traded, the price was determined by taking into account valuation parameters including book value, comparable trading multiples, and other customary parameters, arriving at ₹5.31 per share. The highest negotiated price under the SPA was ₹2.26 per share. The annualized trading turnover of the equity shares on BSE for the 12 calendar months prior to the month of the Public Announcement (July 2025 to June 2026) was 9.06% of total listed shares, based on 18,61,409 shares traded against 2,05,55,047 total listed shares.

Financial Arrangements and Offer Schedule

To meet the total funding requirement of ₹5,61,15,286.50 (assuming full acceptance), the Acquirer and PAC have deposited ₹5,62,00,000/- (Rupees Five Crores Sixty-Two Lakhs Only) in an escrow account with Axis Bank, being more than 100% of the total consideration payable. The escrow arrangement has been confirmed as adequate by CA Dhaval Prajapati vide certificate dated July 29, 2026. The consideration to eligible public shareholders will be paid in cash.

The tentative schedule of key activities for the open offer is as follows:

The open offer will be implemented through the Stock Exchange Mechanism via a separate Acquisition Window provided by BSE Limited. Spread X Securities Private Limited has been appointed as the Buying Broker, and Purva Sharegistry (India) Private Limited has been appointed as the Registrar to the Offer. Pursuant to the completion of the open offer and the SPA transactions, the Acquirer and PAC shall become the promoter and/or Promoter Group of ECS Biztech Limited, and the existing promoters will be reclassified as public category shareholders, subject to compliance with applicable SEBI regulations.