Key Quantitative Figures

  • Offer Size: 33,82,231 equity shares
  • Offer Price: ₹56.84 per equity share
  • Total Consideration: ₹19,22,46,010.04 (assuming full acceptance)
  • Expanded Share Capital: 1,35,00,000 shares (post-warrant conversion)
  • Public Shareholding Percentage: 25.05% of expanded capital
  • Escrow Amount Deposited: ₹4,81,00,000 (25% of maximum consideration)

Dates of Action

  • Public Announcement Date: May 18, 2026
  • Detailed Public Statement Publication: May 25, 2026
  • Draft Letter of Offer Filing: June 2, 2026
  • Identified Date: July 6, 2026
  • Offer Opening Date: July 20, 2026
  • Offer Closing Date: July 31, 2026
  • Payment Completion Date: August 14, 2026 (revised schedule)

Parties Involved

Acquirers:

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

Sellers (Existing 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 Banker: HDFC Bank Limited

Buying Broker: Pravin Ratilal Share and Stock Brokers Limited

Underlying Transactions

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

  • Acquisition of 35,67,969 equity shares from existing promoters
  • Purchase consideration: ₹56.84 per share
  • Total SPA consideration: ₹20,28,03,357.96
  • Payment terms: ₹6.25 crore advance, balance post-open offer completion

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

  • Preferential allotment of 65,00,000 warrants convertible to equity shares
  • Exercise price: ₹56.84 per warrant
  • Total subscription amount: ₹36,94,60,000
  • Conversion period: 18 months from allotment date
  • Warrant allocation among acquirers:
  • Vinesh Shivji Dholu: 19,50,000 warrants (₹11,08,38,000)
  • Jagdish Shivji Dholu: 19,50,000 warrants (₹11,08,38,000)
  • Shivji Karamshi Dholu: 6,50,000 warrants (₹3,69,46,000)
  • Jagruti Vinesh Dholu: 9,75,000 warrants (₹5,54,19,000)
  • Parul Jagdish Dholu: 9,75,000 warrants (₹5,54,19,000)

Financial and Operational Impact

Post-Transaction Shareholding Structure

  • Current Promoter Holding: 51.68% (36,17,769 shares)
  • Post-SPA/SSA Acquirer Holding: 74.58% (1,00,67,969 shares)
  • Post-Open Offer Acquirer Holding: 99.63% (1,34,50,200 shares) assuming full acceptance
  • Remaining Public Float: 0.37% (49,800 shares held by non-selling promoter group members)

Minimum Public Shareholding Compliance

  • The offer may result in public shareholding falling below 25% requirement under Rule 19A of SCRR
  • Acquirers commit to comply with Regulation 7(4) of SEBI (SAST) Regulations to maintain MPS
  • Listing status will be retained with no immediate delisting plans

Target Company Financial Information (Audited)

As of March 31, 2026:

  • Paid-up capital: ₹7,00,00,000 (70,00,000 shares of ₹10 each)
  • Net worth: ₹24,91,16,000
  • Revenue from operations: Nil
  • Other income: ₹7,99,39,000
  • Profit after tax: ₹3,77,24,000
  • Book value per share: ₹35.59
  • EPS: ₹5.40

Historical Performance:

  • FY2025: Loss of ₹74,24,000
  • FY2024: Loss of ₹85,95,000

Capital Structure Impact

  • Current Capital: 70,00,000 equity shares
  • Post-Warrant Conversion: 1,35,00,000 equity shares (93% increase)
  • Dilution Impact: Significant dilution upon warrant conversion
  • Voting Rights Shift: Complete control transfer from Agrawal family to Dholu family

Cash Flow Implications

  • Open Offer Outflow: ₹19,22,46,010 (maximum consideration)
  • SPA Outflow: ₹20,28,03,358
  • Warrant Subscription Outflow: ₹36,94,60,000
  • Total Acquisition Cost: ₹76,45,09,368

Conditions Precedent

  • BSE in-principle approval for preferential issue of warrants
  • Shareholder approval for preferential issue
  • Fulfillment of SPA and SSA conditions

Risk Factors Disclosed

Relating to Underlying Transaction

  • Completion risks for SPA and SSA transactions
  • Conditional upon BSE approval and other statutory approvals
  • Open offer may be withdrawn if conditions not satisfied

Relating to Open Offer

  • Potential delay in statutory approvals
  • Minimum public shareholding non-compliance risk
  • Market price fluctuation risk during tender period
  • Non-resident shareholder regulatory compliance requirements

Relating to Acquirers

  • Acquirers have no experience in Target Company's business (printing equipment manufacturing)
  • Acquirers are in mining business, creating business mismatch
  • Information reliance on publicly available sources only

Taxation Aspects

  • Capital gains tax implications for tendering shareholders
  • STT payable on stock exchange transactions
  • TDS requirements for non-resident shareholders
  • No TDS deduction for resident shareholders
  • Tax rates: 12.5% for long-term gains (holding >12 months), 15% for short-term gains

Settlement Procedure

  • Tendering through BSE acquisition window mechanism
  • Demat shares: Lien marking and electronic settlement
  • Physical shares: Submission of original certificates and transfer deeds
  • Settlement within 10 working days of offer closure
  • Proportionate acceptance if oversubscribed

Documents Available for Inspection

  • SPA and SSA copies
  • Financial statements of Target Company
  • Fair value certificates
  • Net worth certificates of acquirers
  • Escrow agreement and confirmation
  • SEBI correspondence
  • Due diligence certificates

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