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.

Lippi Systems Limited has intimated the exchange regarding the receipt of a Detailed Public Statement (DPS) dated May 25, 2026, issued by Vivro Financial Services Private Limited. This statement pertains to the open offer made by Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu to the public shareholders of the company. The offer is for the acquisition of up to 33,82,231 fully paid-up equity shares of face value of ₹10 each, representing 25.05% of the Expanded Share Capital, at a price of ₹56.84 per share.

Offer Details

The open offer is a mandatory offer triggered by a Share Purchase Agreement (SPA) and a Share Subscription Agreement (SSA) executed on May 18, 2026. The acquirers are purchasing 35,67,969 shares from existing promoters and subscribing to 65,00,000 warrants. The total consideration for the open offer, assuming full acceptance, is ₹19,22,46,010.04. The offer is not conditional upon a minimum level of acceptance.

Underlying Transaction

The offer obligation was triggered by the acquisition of 35,67,969 shares from promoter sellers Nandlal J. Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal, and Neha Sumit Sanghvi at ₹56.84 per share. Additionally, the acquirers will subscribe to 65,00,000 warrants, convertible into equity shares within 18 months. Upon completion of the offer and the underlying transaction, the acquirers will hold 99.63% of the Expanded Share Capital.

Key Dates and Approvals

The acquirers have deposited ₹4,81,00,000 into an escrow account with HDFC Bank Limited. The tendering period for the offer is scheduled to commence on July 10, 2026, and close on July 23, 2026. The acquirers intend to retain the listing status of Lippi Systems Limited and have confirmed adequate financial resources to meet the offer obligations.