Open Offer Announced for Acquisition of Equity Shares of Lippi Systems Limited at ₹56.84 Per Share

Lippi Systems Limited is the subject of a public open offer announced on May 18, 2026, under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer has been made by five acquirers — Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu — and is managed by Vivro Financial Services Private Limited. The public announcement was issued in compliance with Regulations 3(1) and 4 read with Regulations 13, 14, and 15(1) of the SEBI (SAST) Regulations.

Offer Details

The open offer is for the acquisition of up to 33,82,231 (Thirty Three Lakh Eighty Two Thousand Two Hundred Thirty One) 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 price and total consideration details are presented below:

Parameter: Details Offer Size (Shares): 33,82,231 equity shares % of Expanded Share Capital: 25.05% Offer Price per Share: ₹56.84 Total Consideration (assuming full acceptance): ₹19,22,46,010.04 Mode of Payment: Cash Type of Offer: Triggered Offer (Mandatory) Minimum Acceptance Condition: Not applicable

The offer price of ₹56.84 per share has been determined in accordance with Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations. Notably, since 26% of the Emerging Voting Share Capital exceeds the existing public shareholding in the target company, the offer size has been considered as 100% of equity shares held by public shareholders.

Underlying Transaction

The open offer obligation was triggered by two distinct transactions executed on May 18, 2026, as detailed below:

Transaction Type: Mode Shares/Voting Rights % of Expanded Share Capital Total Consideration (₹) Mode of Payment Share Purchase Agreement (SPA): Agreement 35,67,969 26.43% 20,28,03,357.96 Cash Share Subscription Agreement (SSA) – Warrants: Preferential Issue 65,00,000 48.15% 36,94,60,000 Cash

Under the SPA, shares were acquired from four promoter sellers: Nandlal J. Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal, and Neha Sumit Sanghvi. Under the SSA, the board of directors of Lippi Systems Limited passed a resolution on May 18, 2026, authorising the issuance and allotment of 65,00,000 warrants to the acquirers, each carrying a right to subscribe to 1 (one) equity share at an exercise price of ₹56.84 per equity share. These warrants may be exercised in one or more tranches during the period commencing from the date of allotment until the expiry of 18 months from the date of allotment. An amount equivalent to 25% of the consideration payable for warrants is payable at the time of subscription and allotment, with the balance 75% payable at the time of allotment of equity shares pursuant to exercise of the right.

Details of Selling Shareholders

The following promoter group members are parties to the SPA as sellers:

S. No: Name of Seller Pre-Transaction Shares Pre-Transaction % Post-Transaction Shares Post-Transaction % 1: Nandlal J. Agrawal 14,74,895 21.07% Nil Nil 2: Kunal Nandlal Agrawal 10,26,000 14.66% Nil Nil 3: Shashikala ben Nandlal Agrawal 6,46,700 9.24% 6200 0 4: Neha Sumit Sanghvi 4,26,574 6.09% Nil Nil

Pursuant to the consummation of the SPA, the sellers and other members of the promoter group shall cease to be in control of Lippi Systems Limited and will be reclassified from "promoter" to "public" in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acquirer Shareholding Post-Transaction

All five acquirers held nil equity shares in Lippi Systems Limited prior to the transaction. The proposed shareholding of the acquirers after the underlying transaction, under two scenarios, is as follows:

Acquirer: Shares (No Open Offer Acceptance) % (No Open Offer Acceptance) Shares (Full Open Offer Acceptance) % (Full Open Offer Acceptance) Vinesh Shivji Dholu (Acquirer 1): 30,20,391 22.37% 40,35,060 29.89% Jagdish Shivji Dholu (Acquirer 2): 30,20,391 22.37% 40,35,060 29.89% Shivji Karamshi Dholu (Acquirer 3): 10,06,797 7.46% 13,45,020 9.96% Jagruti Vinesh Dholu (Acquirer 4): 15,10,195 11.19% 20,17,530 14.94% Parul Jagdish Dholu (Acquirer 5): 15,10,195 11.19% 20,17,530 14.94% Total: 1,00,67,969 74.58% 1,34,50,200 99.63%

Key Regulatory and Compliance Aspects

The acquirers have undertaken to comply with all obligations under the SEBI (SAST) Regulations and have confirmed adequate financial resources to meet the obligations under the open offer, with firm financial arrangements in place as per Regulation 25(1). The acquirers intend to retain the listing status of Lippi Systems Limited, and no delisting offer is proposed. Further details of the offer will be published in the Detailed Public Statement (DPS) within 5 Working Days from this public announcement, as required under Regulations 13(4), 14(3), and 15(2) of the SEBI (SAST) Regulations. The offer is not a competing offer under Regulation 20, and is not conditional upon any minimum level of acceptance under Regulation 19(1) of the SEBI (SAST) Regulations.

Lippi Systems Limited has notified BSE Limited of a Board of Directors meeting scheduled for Monday, May 18, 2026, at the company's registered office. The intimation was issued on May 13, 2026, pursuant to Regulation 29 read with other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Agenda Items for the Board Meeting

The board meeting has been convened to consider and approve a range of significant corporate actions. The agenda covers fund raising, changes to the share capital structure, and related shareholder approval processes. The following table outlines the key items on the agenda:

Agenda Item: Details Fund Raising: Proposal for further issuance of equity shares, convertible warrants, convertibles, and/or other eligible securities via preferential issue, subject to statutory/regulatory approvals including shareholder approval Authorised Share Capital: Increase in authorised share capital and consequential amendment to the capital clause of the Memorandum of Association, subject to applicable law and requisite approvals EGM Scheduling: Fixing the day and date of an Extraordinary General Meeting to seek shareholders' approval for the above proposals EGM Notice: Approval of the draft notice of the Extraordinary General Meeting, if the above proposals are approved by the Board Scrutiniser Appointment: Appointment of scrutinisers for the proposed EGM Other Business: Consideration of any other matter with the permission of the Chairman

Fund Raising and Capital Structure

A central item on the agenda is the consideration of a fund raising proposal through the further issuance of equity shares, convertible warrants, convertibles, and/or any other eligible securities of the company by way of a preferential issue. This proposal is subject to such statutory and regulatory approvals as may be applicable, including the approval of the company's shareholders. Additionally, the board will consider increasing the authorised share capital of the company and making a consequential amendment to the capital clause of the Memorandum of Association, subject to applicable law and requisite approvals from shareholders, government, regulatory, and statutory authorities.

Extraordinary General Meeting Preparations

In connection with the proposed fund raising and capital restructuring, the board will also deliberate on fixing the day and date of an Extraordinary General Meeting to seek shareholders' approval. The board will further consider approving the draft notice of the EGM in respect of the aforesaid proposals and related matters, if approved. The appointment of scrutinisers for the proposed EGM is also included as a formal agenda item.

The intimation was signed by Nandlal Jaigopal Agrawal, Managing Director of Lippi Systems Limited, and submitted to BSE Limited on May 13, 2026.

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