Vijay Mansinhbhai Mandora, promoter of ECS Biztech Limited, has sold his entire equity stake, transferring control to Rakesh Ramanlal Shah and Komal Infotech Private Limited. The transaction involved the sale of 1,22,30,916 shares, representing 59.50% of the company's share capital.

The disclosure was filed with BSE Limited on September 28, 2026, under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This filing complements the earlier acquirer-side disclosure under Regulation 29(1). The shares were sold through an off-market transaction executed via a Share Purchase Agreement dated July 29, 2026, with acquisition dates ranging from September 24, 2026, to September 25, 2026.

Breakdown of Shareholding Acquisition

The total stake was acquired by two distinct entities acting in concert. Komal Infotech Private Limited purchased 7,30,916 shares, representing 3.56% of the share capital. Rakesh Ramanlal Shah individually acquired 1,15,00,000 shares, accounting for 55.95% of the company's equity. The combined holding post-acquisition stands at 1,22,30,916 shares.

Promoter Exit and Residual Holdings

Prior to this transaction, Vijay Mandora held 1,22,30,416 shares (59.50%), and Ms. Seema Vijay Mandora held 8,764 shares (0.04%). Together with other promoter group entities, their combined pre-transaction holding was 1,34,46,936 shares (65.42%).

Following the sale, Vijay Mandora’s holding reduced to zero. Ms. Seema Vijay Mandora retained 8,264 shares after selling 500 shares. Other promoter group members, including Ms. Achal Vijaysinh Mandora and Mandora Finserve Private Limited, did not participate in the sale and retained their respective holdings.

Regulatory Implications and Open Offer

The acquisition triggers mandatory compliance requirements under SEBI regulations. According to the filing, the acquirers did not belong to the promoter or promoter group prior to the transaction. However, the Share Purchase Agreement entered into with the existing promoters triggered an open offer obligation. Following the completion of the open offer and the transactions contemplated in the agreement, Komal Infotech and Rakesh Ramanlal Shah will become part of the promoter and promoter group of ECS Biztech Limited.

The target company’s equity share capital remains unchanged at ₹20,55,50,470, divided into 2,05,55,047 equity shares of ₹10 each. The acquisition mode is specified as an off-market purchase, distinct from public market transactions.

What the Numbers Show

The data reveals a complete exit by the primary promoter, Vijay Mandora, who transferred his entire 59.50% stake. While the Mandora family group retains a residual 5.92% stake through other entities like Mandora Finserve Private Limited, the transfer of voting rights is concentrated entirely with the new acquirers. Rakesh Ramanlal Shah now holds a dominant 55.95% individual stake, significantly outweighing the corporate entity Komal Infotech's 3.56%. This structure indicates that economic control and voting power are heavily skewed towards the individual director, who also serves as the signatory for the corporate acquirer.

Rakesh Ramanlal Shah and Komal Infotech Private Limited have launched an open offer to acquire a 26% stake in ECS Biztech Limited at ₹10.50 per equity share.

The acquirers seek to purchase up to 53,44,313 fully paid-up equity shares of face value ₹10 each from eligible public shareholders. The transaction is structured in compliance with Regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Offer Mechanics and Timeline

The offer opens on September 17, 2026, and closes on September 30, 2026. Consideration will be payable in cash. Beeline Capital Advisors Private Limited serves as the Manager to the Offer, while Purva Sharegistry (India) Private Limited acts as the Registrar.

The Letter of Offer was dispatched electronically and physically on September 9, 2026, to shareholders identified as on September 2, 2026. All public shareholders, including those acquiring shares after the identified date, remain eligible to participate until the offer closes.

Regulatory Approvals and Recommendations

The Committee of Independent Directors (IDC) of ECS Biztech recommended the offer on September 15, 2026. The IDC concluded that the ₹10.50 offer price is fair and reasonable, noting it exceeds the price determined under Regulation 8(1) and 8(2) of the SEBI SAST Regulations. The committee also observed that the company’s equity shares are not frequently traded on the BSE.

SEBI issued comments on the Draft Letter of Offer on August 31, 2026. These comments have been incorporated into the final Letter of Offer dated September 5, 2026. Notably, SEBI advised reclassifying Komal Infotech Private Limited from a person acting in concert to Acquirer-2.

Key Dates

Participation Process

Shareholders holding physical shares must approach a selling broker with verified documents, including physical share certificates. Demat holders need only instruct their stock brokers to tender shares; no Form of Acceptance is required. Shareholders who did not receive the Letter of Offer can download it from the SEBI or BSE websites or submit a plain paper application via their broker before the offer closes.