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.

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.