Lippi Systems Ltd

Open Offer Overview

• Open offer to acquire up to 3,382,231 equity shares, 25.05% of expanded share capital.
• Offer price ₹56.84 per share; aggregate value approx ₹19.22 crore if fully accepted.
• Offer opened 20 July 2026 and closes 31 July 2026; payment 10 August 2026.

Participants and Manager

• Acquirers: Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Dholu, Parul Dholu.
• Manager to the Offer: Vivro Financial Services; Registrar: Cameo Corporate Services.

Governance and Promoter Impact

• Promoter group to cease control; 49,800 promoter shares to be reclassified to public.
• SPA completion contingent on BSE approval for proposed cash-based preferential issue.

Post-Offer Capital & Ownership

• Post-offer, acquirers hold 40,35,060 shares; expanded capital is 1,35,00,000 shares.
• Public shareholding post-offer about 33,81,231 shares (~25%).

Regulatory and Timeline

• DPS/PA/ LOF and corrigendum dates noted; documents read with LOF and earlier announcements.
• Regulatory approvals pending for open offer and preferential issue.

Meeting Details

• Date and place: 14 August 2026, at the Registered Office; time not disclosed.

Key Agenda Items

• Standalone Un-Audited Financial Results for the Quarter ended 30 June 2026.

Other Notes

• No additional material items disclosed in the filing.

Open Offer Overview

• Target: Lippi Systems Limited.
• Open offer under SEBI SAST Regulations to acquire the entire public shareholding.
• Acquirers: Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, Parul Jagdish Dholu.
• Open offer to acquire up to 3,382,231 shares, 25.05% of expanded share capital.

Offer Details

• Shares targeted: 3,382,231 fully paid-up equity shares.
• Representing 25.05% of expanded post-offer share capital.

Post-Offer Impact

• Public shareholding after offer would be zero.
• Acquirers to own 100% of expanded share capital post-offer.

Key Dates

• LOF dispatched to public July 11–13, 2026.
• Public notice dated July 27, 2026.
• LOF available on SEBI, BSE, and Vivro websites.

Open Offer Overview

• Acquirers: Vinesh Dholu; Jagdish Dholu; Shivji Dholu; Jagruti Dholu; Parul Dholu.
• Target: Lippi Systems Limited.
• Open offer size: 33,82,231 shares, 25.05%.
• Open offer under SEBI SAST Regulations 3(1) and 4.

Offer Details

• Offer type: Open offer under SEBI SAST.
• Price per share and total consideration not disclosed in chunk.
• Mode of payment: not disclosed.
• LOF dispatched to shareholders on July 11-13, 2026.

Transaction Background

• Trigger: Open offer under SEBI SAST Regulations 3(1) and 4.
• Dispatch of LOF completed July 11, 2026; speed post July 13, 2026.
• LOF available on SEBI/BSE and manager's website.

Timeline and Process

• Public Notice date: July 27, 2026; Place: Ahmedabad.
• Eligible persons: Public shareholders may tender shares.
• LOF download available on SEBI/BSE/Manager sites.

Regulatory/Other Information

• Regulatory framework: SEBI (SAST) Regulations govern open offers.

Open offer details

• Open Offer to acquire up to 33,82,231 shares representing 25.05% expanded stake.
• Offer size defined as 100% of public shares; expanded capital 1.35 crore.
• Offer price: 56.84 per share; cash; no revision.
• IDC recommends price is fair and reasonable; investors should evaluate independently.
• Not a competing offer; no minimum acceptance condition.

Dates, governance, and regulation

• Identified Date: 6 July 2026; Tendering Period: 20–31 July 2026.
• Governance updates: Govindlal Thakkar ceased as Independent Director; Mansi Shah appointed.
• SEBI observation letter dated 2 July 2026; LOF updated; no statutory approvals required.
• Promoter group holds 49,800 shares (0.37%) in physical form; not part of SPA; transfer restrictions.
• Post-offer ownership: Acquirers 99.63% of expanded capital; promoter group 0.37%.

Open Offer Overview

• Acquirers: Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, Parul Jagdish Dholu.
• Target: Lippi Systems Limited, open offer to public shareholders.
• Offers up to 33,82,231 equity shares, 25.05% of expanded share capital, in cash.
• Offer price ₹56.84 per share; total consideration ₹19,22,46,010.
• Manager to the offer: Vivro Financial Services Private Limited.
• Status: IDC has published its recommendation in newspapers.

Offer Details

• Cash offer; payments will be made in cash.
• Total cash consideration: ₹19,22,46,010.
• Regulatory framework: cash open offer under SEBI SAST Regulations.
• No competing or revised offers disclosed.
• Acquirer group is individuals; PACs none.
• Manager to the offer: Vivro Financial Services Private Limited.
• IDC independence: all members are non-executive independent directors; none hold target shares.
• IDC recommendation dated 14 July 2026.

Post-Offer Outlook

• Open offer size 25.05% of expanded share capital.
• Post-offer structure and public float not specified in filing.
• IDC notes closing price higher than offer price; independent evaluation advised.
• No delisting or asset sale plans stated.
• Offer price appears fair and reasonable under SEBI SAST Regulations.

Timeline / Key Dates

• Public Announcement dated May 18, 2026.
• Detailed Public Statement published May 25, 2026.
• Draft Letter of Offer dated June 02, 2026.
• Letter of Offer dated July 10, 2026.
• IDC recommendation published July 14, 2026.

IDC Recommendation Summary

• IDC unanimously approved the recommendations.
• Offer price ₹56.84 per share appears fair and reasonable.
• Public shareholders advised to evaluate Open Offer independently.
• IDC Members: all Non-Executive Independent; no shares in TC; no contracts with Acquirers.

Open Offer & IDC Recommendation

• Open offer to acquire up to 33,82,231 equity shares representing 25.05% at ₹56.84 per share; total ₹19,22,46,010.
• Acquirers: Vinesh Dholu, Jagdish Dholu, Shivji Dholu, Jagruti Dholu, Parul Dholu; Manager: Vivro Financial Services.
• IDC members: Mansi Hardik Shah (Chairman) and Apexa A. Panchal (Member).
• IDC members are non-executive independent directors.
• No IDC member holds Target shares; no contracts with Target; no Target share trading in past 12 months.
• Offer price ₹56.84 per share considered fair and reasonable under SEBI SAST Regulations.
• Price is the negotiated price under SPA; determined per Regulation 8(1)/(2).
• Closing BSE price on 13 July 2026 was ₹232.50, higher than the offer price; independent evaluation advised.
• Recommendation date: 14 July 2026.

Certificate filing status

• Certificate under Reg 74(5) submitted via RTA for the reporting quarter.