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.

ECS Biztech Limited has released its audited standalone financial results for the quarter and year ended March 31, 2026. The Board of Directors approved the financial statements during a meeting held on May 20, 2026. The company operates primarily in the IT Consulting and Software segment.

Financial Performance for FY26

For the fiscal year ended March 31, 2026, the company reported a net profit of ₹2.96 crore, compared to ₹2.03 crore in the previous year. Revenue from operations for the year decreased to ₹190.30 lakh from ₹292.19 lakh in FY25. Total revenue, which includes other income, stood at ₹194.66 lakh for FY26.

The company's total expenses for the year were ₹176.14 lakh, down from ₹273.18 lakh in the prior year. Profit before tax for the year was recorded at ₹18.52 lakh. Earnings per share (EPS) for the year remained flat at ₹0.01 on a basic and diluted basis.

Quarterly Results

For the quarter ended March 31, 2026, ECS Biztech reported a net loss of ₹11.23 lakh, compared to a net loss of ₹11.48 lakh in the same quarter of the previous year. Revenue from operations for the quarter stood at ₹32.60 lakh, a decline from ₹43.44 lakh in Q4 FY25. Total expenses for the quarter were ₹28.57 lakh.

Key Financial Metrics

The following table summarizes the key financial figures for the year and quarter ended March 31, 2026:

Balance Sheet and Cash Flow

As of March 31, 2026, the company's total assets stood at ₹251.91 lakh, a decrease from ₹307.37 lakh in the previous year. Equity share capital remained unchanged at ₹2,055.50 lakh. The company reported cash and cash equivalents of ₹2.22 lakh at the end of the fiscal year, compared to ₹0.36 lakh in the prior year.

Auditor's Report

The statutory auditors, M/s. Purushottam Khandelwal & Co. Chartered Accountants, have issued an audit report with an unmodified opinion on the standalone financial results for the quarter and year ended March 31, 2026. The results were reviewed by the Audit Committee and approved by the Board.