Lippi Systems Limited has scheduled an Extraordinary General Meeting (EGM) on June 14, 2026, to seek shareholder approval for a preferential issue of convertible equity warrants and alterations to its capital structure. The meeting will be held at the company's registered office in Ahmedabad at 11:30 A.M. (IST).

The board proposes to issue up to 1,30,00,000 convertible equity warrants on a preferential basis to five individuals: Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamrashi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu. Currently classified as non-promoters, these individuals will transition to the promoter category following an open offer. The preferential allotment will significantly increase the promoter group's shareholding.

Utilization of Issue Proceeds

The company aims to raise approximately ₹36.946 crore through the issuance of these warrants. The funds are allocated to meet capital expenditure and working capital requirements, as well as for general corporate purposes. The tentative timeline for utilizing these proceeds extends up to December 31, 2027.

Changes in Shareholding Pattern

Following the preferential issue and the subsequent open offer, the total shareholding of the promoter group is expected to rise to 1,00,67,969 shares. This represents a substantial increase from the pre-issue holding of 36,17,769 shares. The total paid-up equity share capital of the company will consequently increase to 1,35,00,000 shares.

Agenda for the EGM

Shareholders will vote on two primary resolutions during the meeting. The first resolution concerns the increase in the authorized share capital and the consequent alteration of the Memorandum of Association. The second resolution seeks approval for the preferential issue of convertible equity warrants for cash consideration.

Lippi Systems Limited is the subject of a public open offer announced on May 18, 2026, under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer has been made by five acquirers — Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu — and is managed by Vivro Financial Services Private Limited. The public announcement was issued in compliance with Regulations 3(1) and 4 read with Regulations 13, 14, and 15(1) of the SEBI (SAST) Regulations. The company intimated the exchange regarding this announcement on May 19, 2026.

Offer Details

The open 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 of Lippi Systems Limited. The offer price and total consideration details are presented below:

The offer price of ₹56.84 per share has been determined in accordance with Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations. Notably, since 26% of the Emerging Voting Share Capital exceeds the existing public shareholding in the target company, the offer size has been considered as 100% of equity shares held by public shareholders.

Underlying Transaction

The open offer obligation was triggered by two distinct transactions executed on May 18, 2026, as detailed below:

Under the SPA, shares were acquired from four promoter sellers: Nandlal J. Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal, and Neha Sumit Sanghvi. Under the SSA, the board of directors of Lippi Systems Limited passed a resolution on May 18, 2026, authorising the issuance and allotment of 65,00,000 warrants to the acquirers, each carrying a right to subscribe to 1 equity share at an exercise price of ₹56.84 per equity share. These warrants may be exercised in one or more tranches during the period commencing from the date of allotment until the expiry of 18 months from the date of allotment. An amount equivalent to 25% of the consideration payable for warrants is payable at the time of subscription and allotment, with the balance 75% payable at the time of allotment of equity shares pursuant to exercise of the right.

Acquirer Shareholding Post-Transaction

All five acquirers held nil equity shares in Lippi Systems Limited prior to the transaction. The proposed shareholding of the acquirers after the underlying transaction, under two scenarios, is as follows:

Key Regulatory and Compliance Aspects

The acquirers have undertaken to comply with all obligations under the SEBI (SAST) Regulations and have confirmed adequate financial resources to meet the obligations under the open offer, with firm financial arrangements in place as per Regulation 25(1). The acquirers intend to retain the listing status of Lippi Systems Limited, and no delisting offer is proposed. Further details of the offer will be published in the Detailed Public Statement (DPS) within 5 Working Days from this public announcement, as required under Regulations 13(4), 14(3), and 15(2) of the SEBI (SAST) Regulations.