Key Quantitative Figures

  • Offer Price: ₹56.84 per equity share
  • Offer Size: 33,82,231 equity shares (entire public shareholding)
  • Maximum Consideration: ₹19,22,46,010.04 (assuming full acceptance)
  • Current Public Shareholding: 33,82,231 shares (48.32% of current capital)
  • Expanded Share Capital: 1,35,00,000 shares (after warrant conversion)
  • Escrow Amount Deposited: ₹4,81,00,000 (25% of total consideration)
  • Face Value of Shares: ₹10 per share

Dates of Action

  • Public Announcement Date: May 18, 2026
  • Detailed Public Statement Publication: May 25, 2026
  • Identified Date: June 25, 2026 (for determining shareholders)
  • Tendering Period: July 10, 2026 to July 23, 2026
  • Last Date for Payment: August 6, 2026
  • Final Report Filing to SEBI: August 13, 2026

Parties Involved

Acquirers:

  • Vinesh Shivji Dholu (Acquirer-1)
  • Jagdish Shivji Dholu (Acquirer-2)
  • Shivji Karamrashi Dholu (Acquirer-3)
  • Jagruti Vinesh Dholu (Acquirer-4)
  • Parul Jagdish Dholu (Acquirer-5)

Sellers (Promoters):

  • Nandlal J Agrawal
  • Kunal Nandlal Agrawal
  • Shashikalaben Nandlal Agrawal
  • Neha Sumit Sanghvi

Manager to Offer: Vivro Financial Services Private Limited

Registrar to Offer: Cameo Corporate Services Limited

Escrow Bank: HDFC Bank Limited

Buying Broker: Pravin Ratilal Share and Stock Brokers Limited

Target Company: Lippi Systems Limited

Purpose and Rationale

The primary objective is to acquire substantial shares, voting rights, and exercise management and control over Lippi Systems Limited to become promoters of the company. The acquirers intend to change the business activities in future with shareholder approval.

Transaction Details

Share Purchase Agreement (SPA) executed May 18, 2026:

  • Acquisition of 35,67,969 promoter shares (Sale Shares) at ₹56.84 per share
  • Total purchase consideration: ₹20,28,03,357.96
  • ₹6.25 crore payable within 7 days of execution
  • Balance payable upon completion of open offer obligations

Share Subscription Agreement (SSA) executed May 18, 2026:

  • Preferential issue of 65,00,000 warrants convertible to equity shares
  • Exercise price: ₹56.84 per warrant
  • Total subscription amount: ₹36,94,60,000
  • Warrants exercisable within 18 months from allotment
  • Minimum 25% of exercise price payable upfront

Post-Transaction Shareholding:

  • After SPA and SSA: Acquirers will hold 1,00,67,969 shares (74.58% of expanded capital)
  • After open offer (full acceptance): Acquirers will hold 1,34,50,200 shares (99.63% of expanded capital)
  • Public shareholding may fall to 0.37% (49,800 shares)

Financial Arrangements

  • Firm financial arrangements certified by CA Chirag Raval of B.K. Patel & Co
  • Escrow account with HDFC Bank containing ₹4.81 crore (more than 25% requirement)
  • Acquirers' individual net worth certifications provided (ranging from ₹5.01 crore to ₹212.13 crore)

Conditions and Approvals

  • Subject to shareholder approval for preferential issue
  • Subject to BSE in-principle approval for preferential issue
  • No other statutory approvals required as of document date
  • Offer may be withdrawn if conditions not satisfied for reasons beyond acquirers' control

Risk Factors

  • Completion risks for underlying transactions
  • Potential delay in statutory approvals
  • Market price fluctuation risk during tender period
  • Non-resident shareholders require RBI approvals
  • Physical share verification risks
  • Minimum public shareholding may fall below 25% requirement

Target Company Information

  • Business: Manufacturing of Roto Gravures (engraved copper and chrome-plated cylinders for printing)
  • Listed on: BSE Limited (Scrip Code: 526604, ISIN: INE845B01018)
  • Authorized Capital: ₹10 crore (1 crore shares of ₹10 each)
  • Paid-up Capital: ₹7 crore (70 lakh shares of ₹10 each)
  • Financial Performance:
  • FY2026: Profit after tax ₹3.77 crore (EPS ₹5.4)
  • FY2025: Loss after tax ₹0.74 crore (EPS -₹1.06)
  • FY2024: Loss after tax ₹0.86 crore (EPS -₹1.23)
  • Current Promoters: Hold 51.68% (36,17,769 shares)
  • Contingent Liability: ₹6,74,600 as TDS demand from income tax department

Settlement Procedure

  • Tendering through BSE acquisition window
  • Demat shares: Lien marking mechanism
  • Physical shares: Submission of original certificates and transfer deeds
  • Proportionate acceptance if oversubscribed
  • Direct payout to shareholders through clearing mechanism

Taxation

  • Capital gains tax applicable on sale of shares
  • No TDS deduction for resident shareholders
  • TDS requirements for non-resident shareholders
  • STT payable on stock exchange transactions
  • Interest may be paid for delayed payments subject to TDS

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