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.

Lippi Systems Limited has notified BSE Limited of a Board of Directors meeting scheduled for Monday, May 18, 2026, at the company's registered office. The intimation was issued on May 13, 2026, pursuant to Regulation 29 read with other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Agenda Items for the Board Meeting

The board meeting has been convened to consider and approve a range of significant corporate actions. The agenda covers fund raising, changes to the share capital structure, and related shareholder approval processes. The following table outlines the key items on the agenda:

Fund Raising and Capital Structure

A central item on the agenda is the consideration of a fund raising proposal through the further issuance of equity shares, convertible warrants, convertibles, and/or any other eligible securities of the company by way of a preferential issue. This proposal is subject to such statutory and regulatory approvals as may be applicable, including the approval of the company's shareholders. Additionally, the board will consider increasing the authorised share capital of the company and making a consequential amendment to the capital clause of the Memorandum of Association, subject to applicable law and requisite approvals from shareholders, government, regulatory, and statutory authorities.

Extraordinary General Meeting Preparations

In connection with the proposed fund raising and capital restructuring, the board will also deliberate on fixing the day and date of an Extraordinary General Meeting to seek shareholders' approval. The board will further consider approving the draft notice of the EGM in respect of the aforesaid proposals and related matters, if approved. The appointment of scrutinisers for the proposed EGM is also included as a formal agenda item.

The intimation was signed by Nandlal Jaigopal Agrawal, Managing Director of Lippi Systems Limited, and submitted to BSE Limited on May 13, 2026.