Lippi Systems saw its promoter group change hands after the Vinesh Shivji Dholu group acquired 49.76% of the company’s equity shares from the existing promoters in an off-market transaction on August 26, 2026.

The acquisition was executed pursuant to a share purchase agreement dated May 18, 2026. The sellers included Mr. Nandlal J. Agrawal, Mr. Kunal Nandlal Agrawal, Ms. Shashikalaben Nandlal Agrawal, and Ms. Neha Sumit Sanghvi. Concurrently, the acquirers purchased an additional 1,000 equity shares (representing 0.01%) from public shareholders under an open offer process, with consideration paid on August 10, 2026. These tendered shares remain in a special escrow account pending transfer.

Transaction Details

Five entities comprising the acquirer group participated in the deal: Mr. Vinesh Shivji Dholu, Mr. Jagdish Shivji Dholu, Mr. Shivji Karamshi Dholu, Ms. Jagruti Vinesh Dholu, and Ms. Parul Jagdish Dholu. The total equity share capital of Lippi Systems remains unchanged at ₹7 crore, comprising 70,00,000 equity shares of face value ₹10 each.

Note: The aggregate off-market acquisition from promoters was 34,82,862 shares (49.76%). The total holding includes 1,000 shares acquired via open offer.

Consequent to these transactions, the previous seller group ceased to be members of the promoter and promoter group, while the Vinesh Shivji Dholu group became the new promoter group effective August 26, 2026. This disclosure was filed under Regulation 29(1) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Additionally, an aggregate of 85,107 equity shares (representing 1.22% of the total equity share capital) are currently in the process of being acquired by the acquirers from the sellers through another off-market transaction as per the SPA terms.

What the Numbers Show

The transfer of control marks a complete structural shift in Lippi Systems' ownership. The previous promoter group, which held 51.06% prior to the deal, has reduced its stake to a residual 1.30% (comprising the 85,107 shares still in process of transfer). The new promoter group now holds a controlling interest of nearly half the company (49.77%), establishing clear corporate control without requiring further immediate dilution or open market purchases for majority status.

The mandatory open offer for Lippi Systems concluded with minimal public participation, as acquirers accepted only 1,000 equity shares out of the proposed 33,82,231 shares. The post-offer advertisement, published on August 17, 2026, in newspapers including Financial Express and Jansatta, confirmed that the change in control was driven entirely by a private Share Purchase Agreement (SPA) rather than public shareholder participation. The transaction, governed by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, was led by Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu.

Despite an offer price of ₹56.84 per share, the aggregate size of the actual offer amounted to just ₹56,840, a stark contrast to the proposed size of ₹19,22,46,010.04. The offer period ran from July 20, 2026, to July 31, 2026, with consideration payments scheduled for August 10, 2026. Vivro Financial Services Private Limited acted as the Manager to the Offer, while Cameo Corporate Services Limited served as the Registrar.

Acquisition Structure

The acquirers did not rely on the open offer to secure control. Instead, they acquired 1,00,67,969 shares (representing 74.57% of the expanded share capital) through a Share Purchase Agreement dated May 18, 2026, and warrants subscribed under a Share Subscription Agreement. This off-market transaction formed the bulk of their holding. The underlying transaction under the Share Subscription Agreement is contingent upon BSE approval for the proposed preferential issue.

Post-Offer Shareholding

Following the consummation of the SPA and the nominal open offer acceptance, the five acquirers collectively hold 1,00,68,969 equity shares, constituting 74.58% of the fully diluted equity share capital. The public shareholding remains at 25.05%, comprising 33,81,231 shares. The expanded share capital stands at 1,35,00,000 equity shares, which includes 70,00,000 existing shares and 65,00,000 shares underlying warrants issued pursuant to a preferential issue.

What the Numbers Show

The divergence between the proposed and actual open offer figures highlights that the change in control was driven entirely by the private SPA rather than public shareholder participation. With only 1,000 shares tendered against a target of over 33 lakh shares, the open offer served primarily as a regulatory formality to comply with SEBI SAST Regulations, while the economic transfer of ownership occurred exclusively through the off-market agreement with existing promoters or sellers. The reclassification of certain promoter group members to the public category further stabilizes the public float requirement without diluting the acquirers' effective control.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE845B01018/ab7bf825-1fb8-40f5-ad2d-3d54292ed8b2.pdf