Acquirers led by Vinesh Shivji Dholu have initiated a mandatory open offer to acquire up to 33,82,231 equity shares, representing the entire 25.05% public shareholding of Lippi Systems Limited , at a price of ₹56.84 per share. The offer, scheduled from July 20 to July 31, 2026, is triggered by the acquirers' agreement to purchase shares from existing promoters and subscribe to warrants, which will result in a change of control. The total consideration for the offer amounts to ₹19.22 crore, assuming full acceptance.

Offer Details

The open offer is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirers, including Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamrashi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu, have entered into a Share Purchase Agreement (SPA) and a Share Subscription Agreement (SSA) with the target company and its promoters. The offer price of ₹56.84 per share represents the highest negotiated price under the SPA and SSA and is justified in accordance with SEBI regulations.

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, necessitating the mandatory open offer to public shareholders.

Financial Arrangements

The acquirers have deposited ₹4.81 crore into an escrow account with HDFC Bank Limited, which constitutes more than 25% of the total consideration payable under the offer. Vivro Financial Services Private Limited, the manager to the offer, has certified that the acquirers have made firm financial arrangements to meet their obligations. The offer is not conditional upon a minimum level of acceptance, and there are no competing offers as of the date of the Letter of Offer.

Target Company Background

Lippi Systems Limited is engaged in the manufacturing of Roto Gravures, a process used in high-speed, high-volume printing. The company's equity shares are listed on BSE Limited. For the financial year ended March 31, 2026, the company reported a profit after tax of ₹377.24 lakh, compared to a loss of ₹74.24 lakh in the previous year. The acquirers have stated their intention to acquire management and control over the target company and may consider changes to the business activities in the future with shareholder approval.

Lippi Systems Limited shareholders have approved the increase in authorized share capital and the issue of convertible equity warrants on a preferential basis. The resolutions were passed with requisite majority at the Extra-Ordinary General Meeting (EGM) held on June 14, 2026. The company aims to strengthen its equity base through these capital restructuring measures.

The EGM was held at the company's registered office in Ahmedabad. Ms. Rupal Patel, Practicing Company Secretary, served as the Scrutinizer for the voting process. Remote e-voting was conducted from June 11, 2026, to June 13, 2026, in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The record date for determining eligibility was June 07, 2026.

Voting Results

Both special resolutions were passed with 100% of the valid votes cast in favour. A total of 3,896,083 votes were polled, representing 55.66% of the total outstanding shares. There were no votes cast against the resolutions.

Meeting Details

The meeting was chaired by Mr. Nandlal J. Agrawal, Managing Director. While 26 members were present in person or via proxy, 13 members holding 503,249 shares attended but did not vote. The Scrutinizer confirmed that the electronic voting data has been handed over to the Managing Director for safekeeping. The resolutions were passed as special resolutions, effective immediately.