ECS Biztech Ltd

2022 off-market promoter acquisition

• Target Company: ECS Biztech Limited.
• Disclosing Party: Vijay Mansinhbhai Mandora, promoter of ECS Biztech.
• Promoter group: Yes.
• Pre-transaction holding: 1,25,75,390 shares (61.18%).
• Acquired: 20,00,000 shares (9.73%), off-market.
• Post-transaction holding: 1,05,75,390 shares (51.45%).
• Equity capital before/after: 2,05,55,047 shares.
• Total diluted capital after: 2,05,55,047 shares.
• Date of transaction: 30-03-2022.
• Mode: Off market.

2025 promoter acquisition

• Target Company: ECS Biztech Limited.
• Disclosing Party: Vijay Mandora, promoter of ECS Biztech.
• Transaction: Acquisition of 15,20,700 equity shares.
• Seller: Laurels Management Private Limited.
• Date of transaction: 16-09-2025.

Transaction details

• Nature: inter-se transfer within promoter group of 1,520,700 equity shares.
• Exemption: Regulation 10(1)(a)(iii).
• Acquirer: promoter group entity; Transferor: Laurels Management Pvt. Ltd.
• Shares transferred: 1,520,700 (7.40% of diluted share capital).
• Method: inter-se transfer within promoter group.
• Consideration: paid at ₹9.36 per share.
• Pre-transaction acquirer stake: 65.85% of total paid-up capital; post-transaction unchanged.
• Change in control: none; promoter-group structure unchanged.
• Public shareholding: unaffected.

Financial highlights

• Revenue from operations: 32.60 Lakh in Q1-2026 (standalone).
• Total income: 32.89 Lakh for quarter ended 30-06-2026.
• Net loss: 13.53 Lakh in the quarter.
• Basic EPS: -0.07 per share for Q1-2026.
• Diluted EPS: -0.07 per share for Q1-2026.
• Promoters to sell 65.42% stake via SPA dated 29 July 2026.
• Single segment: Consulting and Software.

Board actions & notable events

• Board approved unaudited standalone results for quarter ended 30-06-2026.
• Promoters signed SPA to sell entire stake; completion status not stated.
• Sale of fixed assets and stock to a group company on 3 July 2026.

Open Offer & SPA overview

• Acquirer and PAC launch open offer to acquire up to 53,44,313 shares (26%) at Rs 10.50 each.
• SPA covers promoter sale of 65.42% via sale of 1,34,46,936 shares at Rs 2.26 each.
• Acquirer to purchase 11,500,000 shares; PAC to purchase 1,946,936 shares under the SPA.
• Maximum open offer consideration: Rs 5,61,15,286.50; payment in cash.
• Offer escrow of Rs 5,62,00,000 deposited with Axis Bank, >100% of maximum consideration.
• Identified Date: 7 Sep 2026; offer opens 22 Sep 2026 and closes 6 Oct 2026.
• Post-offer governance: board reconstitution likely; promoters reclassified as public; IDC recommendation to be published.
• Target (ECS Biztech) listed on BSE Main Board; minimum public float 25% to be maintained.
• Regulatory approvals, if any, may affect completion; offer may be withdrawn if conditions precedent unsatisfied.

Meeting Details

• Meeting on 13 Aug 2026 at B-02, The First, ECS Corporate House, Ahmedabad 380015; time not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone financial results for the quarter ended June 30, 2026 with limited review report.
• Any other business with the permission of the Chairman and majority of Directors.

Other Notes

• No additional notes disclosed beyond the agenda items.

Open Offer Overview

• Acquirer: Mr. Rakesh Ramanlal Shah; PAC: Komal Infotech Private Limited.
• Target: ECS Biztech Limited.
• Trigger: Open offer under SEBI SAST Regulations to gain control.

Offer Details

• Open offer size: up to 53,44,313 shares, 26% of total paid-up voting capital.
• Offer price: Rs 10.50 per share; total Rs 5,61,15,286.50.
• Mode of payment: cash.
• Type: Triggered open offer under SEBI SAST Regulations.

Transaction Background

• Underlying transaction: Direct SPA dated 29 July 2026 to acquire 1,34,46,936 shares (65.42%).
• Pre-transaction acquirer holding: Nil.
• Post-transaction holding: 65.42% total.
• Promoter holdings after: Promoter shares exit; acquirer gains control.
• Delisting intention: No delisting planned.

Post-Offer Impact

• Acquirer’s pre-offer shareholding: Nil.
• Acquirer’s post-offer shareholding: 65.42% of total capital.
• Post-offer governance: acquisition enables control of management and affairs.

Timeline and Process

• DPS to be published by Aug 5, 2026.
• Tendering period dates to be announced in DPS.
• Eligibility: Eligible public shareholders may tender.

Other Material Information

• Regulatory approvals: required as per PA; DPS/LOF will specify.
• Offer not conditioned on minimum acceptance; terms in PA/DPS/LOF.
• Acquirer and PAC confirm firm financial arrangements.

Dematerialisation confirmation and listing

• Dematerialisation requests were confirmed to the depositories, and the listed securities align with existing listings.
• Security certificates for dematerialisation were mutilated and cancelled after verification, with the depository name substituted as owner.

ECS Biztech Limited trading window closed from 01 July 2026 till 48 hours after the declaration of unaudited financial results for the quarter ended 30 June 2026; shall open 48 hours after said results are declared.