ECS Biztech Ltd

AGM Details

• Held on Sep 30, 2026 at 12:00 IST via VC/OAVM.
• Meeting commenced 12:06 IST and concluded 12:29 IST.
• Shareholders on cut-off date: 10,801; attendees: 31.
• E-voting open Sep 27–29, 2026 on NSDL platform.
• Scrutinizer appointed to conduct e-voting.
• Consolidated results to be announced within two working days.

Resolutions

• No resolutions details disclosed in the provided AGM summary.

Voting & Results

• No specific voting outcomes disclosed in the excerpt.

Other Governance

• Chairman discussed ongoing open offer, promoter shareholding, and imminent management change.

ECS Biztech Limited: Trading Window closed from 01 October 2026 till 48 hours after the declaration of unaudited financial results for the quarter and half year ended 30 September 2026; window shall open 48 hours after said financial results are declared to the stock exchange.

Key details

• Target: ECS Biztech Limited.
• Disclosing party: Vijay Mandora and Seema Vijay Mandora (Promoter group).
• Transaction type: Disposal of equity shares via off-market sale.
• Pre-transaction holding: 13,446,936 shares (65.42%).
• Sold shares: 12,230,916 (59.50%) via Share Purchase Agreement.
• Post-transaction holding: 1,216,020 shares (5.92%).
• Mode and date: Off-market sale; 24–25 September 2026.
• Share capital context: Rs 205,550,470 before and after; diluted capital unchanged.

Acquisition details

• Target: ECS Biztech Limited.
• Acquirer: Rakesh Ramanlal Shah; PAC: Komal Infotech Private Limited.
• Post-acquisition: Rakesh Shah 1,15,00,000 shares (55.95%).
• PAC Komal Infotech: 7,30,916 shares (3.56%).
• Total post-acquisition: 1,22,30,916 shares (59.50%).
• Pre-acquisition holdings: 0 shares for acquirer and PAC.
• Equity/voting capital before: 0; after: 1,22,30,916 shares.

Acquirer and target

• Target: ECS Biztech Ltd; Acquirer: Komal Infotech Pvt Ltd and PAC Rakesh Ramanlal Shah.
• Acquirer belongs to promoter group: Yes.

Pre-acquisition holdings

• Pre-acquisition: Komal Infotech 0 shares; Rakesh Shah 0 shares.

Acquisition details

• Acquired: Komal Infotech 7,30,916 shares (3.56%); Shah 1,15,00,000 shares (55.95%).
• Post-acquisition: Komal Infotech 7,30,916 (3.56%); Shah 1,15,00,000 (55.95%).
• Total after: 1,22,30,916 shares, 59.50%.

Date and mode

• Date of acquisition: 30.01.2022.
• Mode: direct acquisition of equity shares.

Listing and capital

• Listed on BSE; stock exchange is shown in filing.
• Total diluted share capital after acquisition: 59.50%.

Open Offer Overview

• Acquirers: Rakesh Ramanlal Shah and Komal Infotech Private Limited (PAC) for ECS Biztech.
• Target: ECS Biztech Limited.
• Open offer size: 53,44,313 shares, 26.00% of voting capital.
• Offer price: Rs 10.50 per share; cash payment.
• Trigger: Open offer under SEBI SAST for substantial acquisition.

Offer Details

• Number of shares to be acquired: 53,44,313 (26.00%).
• Offer price per share: Rs 10.50; total consideration: Rs 56,115,286.50.
• Mode of payment: Cash.
• Type: Open offer, not a competing offer.

Transaction Background

• Key triggers: Public Announcement (29 Jul 2026) and Detailed Public Statement (5 Aug 2026).
• IDC recommended price as fair and reasonable.
• PAC status updated: Acquirer-2 in LoF.
• Implementation via stock exchange window under SEBI rules.
• Identified Date: 02 Sep 2026; LOF dispatched 09 Sep 2026.

Post-Offer Impact

• No current board representations by Acquirers.
• No delisting or management changes announced.
• Proposed stake equals 26.00% of total capital.

Timeline and Process

• Identified Date: 02 Sep 2026.
• LOF dispatched to shareholders: 09 Sep 2026.
• Offer opening: 17 Sep 2026; closing: 30 Sep 2026.
• Eligibility: all public shareholders, including post-identified-date investors, may participate.

Independent Directors' Recommendation

• IDC: Offer price is fair and reasonable.
• Public shareholders should independently evaluate before tender.

Other Material Information

• No current statutory approvals required; subject to future approvals.
• Offer implemented via stock exchange mechanism; LoF provides details.
• Revised schedule and dates reflected in LoF.

Open Offer context

• Issuer ECS Biztech Ltd filed an Open Offer - Updates for script 540063.

AGM notice and AR distribution

• AGM scheduled for Sept 30, 2026 at 12:00 IST via VC/OAVM.
• Electronic copies of the AGM notice and FY2025-26 annual report are emailed to registered holders.
• For unregistered emails, a weblink to AR and notice is provided.
• AR and Notice links available on company website, NSDL e-voting portal, and BSE.
• Cut-off for e-voting is Sept 23, 2026; voting window Sept 27–29, 2026.
• Physical copies of the Report available on request via secretarial@ecscorporation.com.

Offer at a glance

• Open offer to acquire 53,44,313 equity shares, 26% of ECS Biztech.
• Offer price Rs 10.50 per share, cash.
• Acquirers: Mr. Rakesh Shah and Komal Infotech Private Limited.

Offer mechanics and funding

• Not conditional on minimum acceptance; pro-rata allocation if oversubscribed.
• Offer opens Sept 17, 2026; closes Sept 30, 2026.
• Escrow of Rs 5.62 crore with Axis Bank; funds sufficient.

SPA and governance

• SPA transfers 65.42% promoter stake for Rs 3.039 crore at Rs 2.26 per share.
• Acquirers may reconstitute Target Board; no nominees yet.
• Target to maintain minimum 25% public shareholding; listing retained.