ECS Biztech Limited has scheduled its 16th Annual General Meeting for September 30, 2026. The company will conduct the meeting via video conference or other audio-visual means.

Key Dates and Procedures

The register of members and share transfer books will remain closed from September 24, 2026, to September 30, 2026, inclusive. This closure facilitates the preparation of the list of shareholders entitled to vote.

Voting Process

Shareholders holding shares in physical or dematerialized form as of the record date are eligible to cast votes electronically. The remote e-voting period begins on September 27, 2026, at 9:00 am and concludes on September 29, 2026, at 5:00 pm. Voting will not be permitted after the end time.

Annual Report Dispatch

The Notice of the 16th AGM and the Annual Report for the financial year 2025-26 have been dispatched via electronic mode only to members whose email addresses are registered with Depositories or Depository Participants. The documents are also available on the company’s website.

In accordance with Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has sent physical letters to shareholders who do not have registered email addresses. These letters provide a weblink to access the Annual Report and AGM notice on the company website, National Securities Depositories Limited, and BSE Limited platforms.

Members wishing to obtain a physical copy of the report may write to the company at secretarial@ecscorporation.com , mentioning their Folio No., DP ID, and Client ID. Those without registered emails can update their details by approaching their respective Depository Participant or the Registrar and Transfer Agent, Purva Sharegistry India Pvt. Ltd.

The intimation was issued pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 91 of the Companies Act, 2013. Nilam Viren Makwana, Company Secretary and Compliance Officer, signed the disclosure.

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.