Lippi Systems Limited has intimated the exchange regarding the receipt of a Detailed Public Statement (DPS) dated May 25, 2026, issued by Vivro Financial Services Private Limited. This statement pertains to the open offer made by Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu to the public shareholders of the company. The 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, at a price of ₹56.84 per share.

Offer Details

The open offer is a mandatory offer triggered by a Share Purchase Agreement (SPA) and a Share Subscription Agreement (SSA) executed on May 18, 2026. The acquirers are purchasing 35,67,969 shares from existing promoters and subscribing to 65,00,000 warrants. The total consideration for the open offer, assuming full acceptance, is ₹19,22,46,010.04. The offer is not conditional upon a minimum level of acceptance.

Underlying Transaction

The offer obligation was triggered by the acquisition of 35,67,969 shares from promoter sellers Nandlal J. Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal, and Neha Sumit Sanghvi at ₹56.84 per share. Additionally, the acquirers will subscribe to 65,00,000 warrants, convertible into equity shares within 18 months. Upon completion of the offer and the underlying transaction, the acquirers will hold 99.63% of the Expanded Share Capital.

Key Dates and Approvals

The acquirers have deposited ₹4,81,00,000 into an escrow account with HDFC Bank Limited. The tendering period for the offer is scheduled to commence on July 10, 2026, and close on July 23, 2026. The acquirers intend to retain the listing status of Lippi Systems Limited and have confirmed adequate financial resources to meet the offer obligations.

Lippi Systems Limited has scheduled an Extraordinary General Meeting (EGM) on June 25, 2024, to seek shareholder approval for a preferential issue of convertible equity warrants and alterations to its capital structure. The meeting will be held via video conferencing (VC) or other audio-visual means (OAVM) at 10:30 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.

E-Voting Schedule

Members can cast their votes through e-voting. The e-voting period begins on June 22, 2024, at 09:00 A.M. and ends on June 24, 2024, at 05:00 P.M. The cut-off date for determining shareholder eligibility is June 16, 2024.