Detailed Summary

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 is made by five acquirers: Vinesh Shivji Dholu (Acquirer 1), Jagdish Shivji Dholu (Acquirer 2), Shivji Karamshi Dholu (Acquirer 3), Jagruti Vinesh Dholu (Acquirer 4), and Parul Jagdish Dholu (Acquirer 5).

Offer Price

The Open Offer Price is ₹56.84 (Rupees Fifty Six and Paise Eighty Four Only) per equity share, payable in cash. There has been no revision in the Offer Price.

Background Documents

This Pre-Offer Advertisement should be read in conjunction with:

  • Public Announcement dated May 18, 2026 (PA)
  • Detailed Public Statement published on May 25, 2026 (DPS)
  • Draft Letter of Offer dated June 02, 2026 (DLOF)
  • Letter of Offer dated July 10, 2026, along with Form of Acceptance-cum-Acknowledgement (LOF)

Publication Details

The Pre-Offer Advertisement was published on July 17, 2026, in the following newspapers:

  • Financial Express (English) - All Editions
  • Jansatta (Hindi) - All Editions
  • Navshakti (Marathi) - Mumbai Edition
  • Financial Express (Gujarati Regional) - Ahmedabad Edition

Key Dates and Schedule

  • Identified Date: July 06, 2026 (10th working day prior to commencement of tendering period)
  • Tendering Period: July 20, 2026 to July 31, 2026 (10 working days, both days inclusive)
  • Offer Opening Date: July 20, 2026
  • Offer Closing Date: July 31, 2026
  • Last date for payment/return of shares: August 14, 2026
  • Last date for filing final report to SEBI: August 21, 2026

Independent Directors Committee Recommendation

The Committee of Independent Directors (IDC) recommendation was approved on Tuesday, July 14, 2026 and published on Thursday, July 15, 2026 in the same newspapers as the DPS. The IDC is of the opinion that the Offer Price is fair and reasonable in terms of the SEBI (SAST) Regulations.

Shareholding Changes and Categorization

Post-completion of the Open Offer, significant changes in promoter categorization will occur:

  • Current Promoters moving to Public category: Nandlal J Agrawal, Kunal Nandlal Agrawal
  • Current Promoter Group moving to Public category: Shashikalaben Nandlal Agrawal, Neha Sumit Sanghvi, Chimanlal J Agrawal, Sanjay C Agrawal, Shilpa C Agrawal, Payal C Agrawal, Satyawati Agrawal, Suryanagri Fin Lease Ltd
  • Acquirers moving to Promoter/Promoter Group:
  • Vinesh Shivji Dholu → Promoter
  • Jagdish Shivji Dholu → Promoter
  • Shivji Karamshi Dholu → Promoter Group
  • Jagruti Vinesh Dholu → Promoter Group
  • Parul Jagdish Dholu → Promoter Group

Physical Shareholdings

The following promoter group members hold physical shares that cannot be sold through stock exchange mechanisms:

  • Shashikalaben Nandlal Agrawal: 6,200 shares (0.09%)
  • Chimanlal J Agrawal: 11,300 shares (0.16%)
  • Sanjay C Agrawal: 9,300 shares (0.13%)
  • Shilpa C Agrawal: 3,200 shares (0.05%)
  • Payal C Agrawal: 2,400 shares (0.03%)
  • Satyawati Agrawal: 1,900 shares (0.03%)
  • Suryanagri Fin Lease Ltd: 15,500 shares (0.22%)

Total physical shares: 49,800 (0.71% of existing equity share capital)

SEBI Observations and Incorporation

SEBI issued its observations on the Draft Letter of Offer vide letter reference no. HO/49/12/11(67)2026-CFD-RAC-DCR2– I/15297/2026 dated July 02, 2026. The comments have been incorporated in the Letter of Offer, and this Pre-Offer Advertisement serves as a corrigendum to the DPS.

Key Regulatory Updates Incorporated

Several clauses have been added/updated in the LOF as per SEBI comments:

1. Clause 2.2: Warning about potential fall below minimum public shareholding (25%) requirement and Acquirers' commitment to comply with Regulation 7(4) of SEBI (SAST) Regulations

2. Clause 3.1.12: Explanation about physical shares held by promoter group not party to SPA and their transfer restrictions

3. Clause 3.1.19: Detailed categorization changes post-offer completion

4. Clause 4.6.6: Confirmation that Acquirers are not related to Target Company or its promoters/directors

5. Clause 5.14: Management change update - Mr. Govindlal C. Thakkar ceased as Independent Director (May 30, 2026), Mansi Hardik Shah appointed (June 04, 2026)

6. Clause 5.16: Confirmation that Target Company, its Promoters, Directors and KMPs are not wilful defaulters or fugitive economic offenders

7. Clause 5.17: Confirmation that Target Company is not shown as promoter/promoter group of any other listed company

8. Clause 5.18: Confirmation that promoters/directors are not related to public shareholders

9. Clause 5.23: No directions or proceedings pending under SEBI Act, 1992 against Target Company

10. Clause 5.24: No pending actions/penalties by SEBI/RBI/Stock Exchanges against Target Company

11. Clause 10.18: Inclusion of SEBI observation letter reference

Shareholding Structure Impact

The complete shareholding transformation shows:

  • Pre-offer total shares: 70,00,000
  • Post-offer total shares: 1,35,00,000 (after accounting for shares acquired under SPA and SSA)
  • Acquirers' post-offer holding: 1,34,50,200 shares (99.63%)
  • Public shareholding reduction: From 33,82,231 shares (48.32%) to effectively 0 shares

Procedure for Tendering Shares

Detailed procedures are provided for:

  • Physical share holders: Must approach Selling Broker with complete documentation including original share certificates, transfer forms, PAN copies, etc.
  • Demat share holders: Need to approach Selling Broker to provide details of shares to tender through electronic platform
  • Non-receipt of LOF: Procedures for participating using plain paper applications

Material Changes

There have been no material changes in relation to the Open Offer since the date of the PA and the DPS, except as disclosed in the LOF and this Pre-Offer Advertisement.

Statutory Approvals

As of the date of this Pre-Offer Advertisement, no statutory or other approvals are required to acquire the Offer Shares or complete the Underlying Transaction. However, if any become applicable, the Offer would be subject to receipt of such approvals.

Contacts

  • Manager to Offer: Vivro Financial Services Private Limited (SEBI Reg. No.: MB/INM000010122)
  • Registrar to Offer: Cameo Corporate Services Limited (SEBI Reg. No.: INR000003753)
  • Target Company: Lippi Systems Limited (CIN: L22100GJ1993PLC020382)