Vinesh Shivji Dholu, alongside Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu, has initiated an open offer to acquire equity shares from public shareholders of Lippi Systems Limited . The group, collectively referred to as the Acquirers, aims to consolidate its stake in the Ahmedabad-based technology firm, triggering mandatory disclosure obligations under market regulations.

The open offer was announced on July 28, 2026, through a pre-offer advertisement issued by Vivro Financial Services Private Limited, the Manager to the Offer. This procedural step ensures that public shareholders are formally notified of their right to sell their shares to the acquiring group at a specified price, as mandated by the Securities and Exchange Board of India (SEBI).

The acquisition process is structured in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Lippi Systems Limited’s Managing Director, Nandlal J. Agrawal, confirmed the receipt of the public notice and directed it to the BSE Limited for dissemination to shareholders. The company’s registered office remains at Shaligram Corporate in Ahmedabad.

Offer Management Structure

The execution of the open offer involves specialized financial intermediaries to ensure regulatory adherence and smooth processing for shareholders. Vivro Financial Services Private Limited serves as the primary manager, overseeing the offer mechanics on behalf of the Acquirers. Cameo Corporate Services Limited acts as the Registrar to the Offer, handling share transfers and investor communications.

Regulatory Context and Shareholder Impact

Under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, any entity or group that crosses specific ownership thresholds must extend an open offer to public shareholders. This mechanism protects minority investors by providing them an exit route at a fair price when control of a listed entity changes hands.

For shareholders of Lippi Systems Limited, this announcement signals a potential shift in corporate governance and strategic direction under the consolidated control of the Dholu family. Public shareholders are advised to monitor subsequent communications from Vivro Financial Services and Cameo Corporate Services for details regarding the offer price, timeline, and submission procedures. The full terms of the offer will be detailed in the official Letter of Offer, which follows this preliminary advertisement.

The Committee of Independent Directors of Lippi Systems Limited has recommended the open offer by acquirers led by Vinesh Shivji Dholu to acquire up to 33,82,231 equity shares, representing 25.05% of the expanded share capital, at a price of ₹56.84 per share. The committee determined the offer price to be fair and reasonable in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. However, the directors highlighted that the closing market price on BSE Limited as on July 13, 2026, was ₹232.50 per equity share, significantly higher than the offer price, and advised shareholders to evaluate the offer independently.

Offer Details

The open offer is scheduled from July 20 to July 31, 2026, and is triggered by the acquirers' agreement to purchase shares from existing promoters and subscribe to warrants, resulting in a change of control. The total consideration for the offer amounts to ₹19.22 crore, assuming full acceptance. The offer price of ₹56.84 per share represents the highest negotiated price under the Share Purchase Agreement (SPA) and Share Subscription Agreement (SSA).

Committee Recommendation

The Independent Directors Committee, comprising Mansi Hardik Shah (Chairman) and Apexa A. Panchal (Member), reviewed the Public Announcement dated May 18, 2026, the Letter of Offer dated July 10, 2026, and a fair value certificate from CA Chirag Raval of B.K Patel & Co. The committee noted that the offer price was determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations. The recommendations were unanimously approved by the members.

Underlying Transactions

The open offer follows the acquirers' agreement to purchase 35,67,969 equity shares from the existing promoters for a total consideration of ₹20.28 crore. Additionally, the board of Lippi Systems Limited has approved the preferential allotment of 65,00,000 warrants to the acquirers at an exercise price of ₹56.84 per warrant, aggregating to ₹36.95 crore. These transactions will result in the acquirers holding approximately 74.58% of the expanded share capital.