Rakesh Shah and Komal Infotech Launch Rs 10.50 Open Offer for 26 Percent Stake in ECS Biztech

Industrialist Rakesh Ramanlal Shah along with Komal Infotech Private Limited has initiated an open offer to acquire up to 53,44,313 fully paid-up equity shares of Ahmedabad-based IT firm ECS Biztech Limited. The offer represents 26% of the company's total voting equity capital at a price of ₹10.50 per share, payable in cash.

The total funding requirement for full acceptance under the open offer stands at ₹5,61,15,286.50. To satisfy regulatory obligations under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the acquirers have deposited ₹5.62 crore into an escrow account opened with Axis Bank Limited, fully securing the consideration amount.

Trigger and Deal Structure

The mandatory open offer was triggered following a Share Purchase Agreement (SPA) executed on July 29, 2026. Under the agreement, the acquirers agreed to buy 1,34,46,936 equity shares, representing 65.42% of the paid-up share capital, from the company's outgoing promoter group. The selling promoter entities include Vijay Mansinhbhai Mandora, Seema Vijay Mandora, Achal Vijaysinh Mandora, and Mandora Finserve Private Limited.

The negotiated deal price under the SPA was fixed at ₹2.26 per equity share, aggregating to ₹3.04 crore. If the open offer is fully subscribed, the acquirers' cumulative holding in ECS Biztech will rise to 91.42%. The new promoters intend to retain the company's listing on the BSE while reconstituting the board of directors.

Pricing and Regulatory Valuation

The open offer price of ₹10.50 per share presents a substantial premium over the promoter acquisition price of ₹2.26. Because the shares of ECS Biztech are infrequently traded on BSE—recording an annualized turnover of 9.06%—the pricing was calculated under Regulation 8(2) of SEBI SAST Regulations.

An independent valuer arrived at a fair value of ₹5.31 per share based on book value, comparable multiples, and financial metrics. However, in line with regulatory minimum pricing requirements, the offer was pegged at ₹10.50. The Independent Directors Committee (IDC) of ECS Biztech reviewed the proposal and confirmed that the offer price is fair and reasonable for public shareholders.

Key Transaction Parameters

Transaction Details:

• Target Company: ECS Biztech Limited (BSE: 540063)
• Acquirers: Rakesh Ramanlal Shah and Komal Infotech Private Limited
• Offer Size: Up to 53,44,313 equity shares (26.00% voting capital)
• Offer Price: ₹10.50 per share in cash
• Maximum Consideration: ₹5,61,15,286.50
• Escrow Guarantee: ₹5,62,00,000 deposited with Axis Bank
• Manager to the Offer: Beeline Capital Advisors Private Limited
• Registrar to the Offer: Purva Sharegistry (India) Private Limited

Profile of the Acquirers

Lead acquirer Rakesh Ramanlal Shah is a senior industrialist and promoter of companies including Diamond Power Infrastructure Limited and IMP Powers Limited, both of which were acquired via the Insolvency and Bankruptcy Code (IBC) resolution framework. Certified financial disclosures pegged his individual net worth at ₹1,029.78 crore as of June 30, 2026.

Komal Infotech Private Limited, incorporated in 2000 and engaged in IT services and real estate infrastructure, is 97.41% owned by Shah. During the regulatory review process, SEBI reclassified Komal Infotech as Acquirer-2 alongside Shah.

The open offer gives minority retail and institutional shareholders a liquid exit route at an evaluated price higher than both the independent fair valuation and the private promoter transaction value.

Tags: ECS Biztech SEBI BSE Mergers and Acquisitions Information Technology