Lippi Systems Limited appointed Ms. Mansi Hardik Shah as an Additional Director (Non-Executive Independent Director) effective June 04, 2026, and reconstituted its board committees following the cessation of Mr. Govindlal C. Thakkar. The Board of Directors approved these changes at its meeting held on June 04, 2026, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment and cessation are part of routine corporate governance updates to ensure committee compositions meet regulatory requirements.

Ms. Mansi Hardik Shah (DIN: 00031947) brings over two decades of experience in financial advisory and wealth management to the role. A qualified Chartered Accountant since 2004, she currently serves as Director of Aarvi Data Analytics Private Limited and Aarvi Management Services Private Limited. She will hold office until the ensuing Annual General Meeting. The company affirmed that she is not debarred from holding the directorship by any SEBI order or other authority.

Mr. Govindlal C. Thakkar (DIN: 07531165) completed his term as Independent Director effective May 30, 2026. Consequently, he ceased to be the Chairman of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders' Relationship Committee. The company disclosed that there were no inter-se relationships among directors or key managerial personnel requiring disclosure.

Following these changes, Lippi Systems Limited reconstituted its key board committees. Ms. Mansi Hardik Shah has been appointed Chairman of all three committees. The reconstitution aligns with the requirements of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.

Committee Composition

Lippi Systems Limited has intimated the receipt of a draft letter of offer regarding an open offer made by acquirers Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamrashi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu to public shareholders. The offer is to acquire up to 33,82,231 fully paid-up equity shares, representing 25.05% of the expanded share capital, at a price of ₹56.84 per share. The open offer is scheduled to open on July 10, 2026, and close on July 23, 2026.

The offer is made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by the execution of a share purchase agreement and a share subscription agreement on May 18, 2026. Vivro Financial Services Private Limited is the manager to the offer, and Cameo Corporate Services Limited is the registrar to the offer. The offer is not conditional upon any minimum level of acceptance.

Offer Details

The acquirers have agreed to acquire 35,67,969 equity shares from the existing promoters at ₹56.84 per share. Additionally, the board of Lippi Systems has approved the issuance of 65,00,000 warrants to the acquirers at an exercise price of ₹56.84 per warrant. The expanded share capital post the preferential issue of warrants will be 1,35,00,000 equity shares.

Financial Arrangements

The acquirers have deposited ₹4,81,00,000 in an escrow account with HDFC Bank Limited, which is more than 25% of the total consideration payable under the offer. The maximum consideration for the open offer, assuming full acceptance, is ₹19,22,46,010.04. The offer price of ₹56.84 is the highest of the negotiated price under the share purchase agreement and the volume-weighted average market price for the 60 trading days preceding the public announcement.

The acquirers have stated that they have adequate financial resources to meet the obligations under the open offer. The offer is not a competing offer, and there are no persons acting in concert with the acquirers for the purpose of this open offer. The existing promoters will be reclassified as public shareholders upon completion of the transaction.