The Board of Directors of Lippi Systems Limited approved a name change to Nilkanth Resources Limited and a strategic pivot to integrated bentonite and mineral mining during a meeting on August 27, 2026. The resolution requires shareholder approval at the upcoming Annual General Meeting (AGM).

The company also finalized a change in management control following the successful completion of an open offer. The Board accepted the resignations of outgoing promoters Nandlal Jaigopal Agrawal, Kunal Nandlal Agrawal, Tirthraj Ashokbhai Pandya, and Apexa Ajaykumar Panchal. Simultaneously, it appointed Vinesh Dholu as Executive Director and Jagdish Dholu as Managing Director for five-year terms.

Strategic Pivot and Corporate Restructuring

The Board amended the Memorandum of Association (MOA) to enable activities in integrated bentonite and other minerals mining and processing. This includes prospecting, extracting, processing, and trading in industrial minerals such as sodium bentonite, laterite, calcium bentonite, bauxite, copper, lignite, coal, and iron ore.

Key corporate actions approved include:

• Reclassification of promoter category shareholding to public category pursuant to Regulation 31A of SEBI LODR Regulations.
• Transfer of registered office from Iscon-Ambli Road to Rajpath Highway, Bodakdev, Ahmedabad.
• Approval for related party transactions under Section 188 of the Companies Act, 2013.
• Authorization for loans, guarantees, or investments up to ₹100 crore under Section 186 of the Companies Act, 2013.

Leadership Changes and Appointments

New leadership appointments were made effective August 27, 2026:

• Vinesh Dholu: Appointed as Additional Director and Executive Director (five-year term). He brings over 20 years of experience in the coal mining sector.
• Jagdish Dholu: Appointed as Additional Director and Managing Director (five-year term). He also has over 20 years of experience in coal mining.
• Jaimish Patel: Appointed as Non-Executive Independent Director for five years. A qualified Company Secretary with over 13 years of experience in corporate governance.
• Shivji Dholu: Appointed as Non-Executive Non-Independent Director for three years, bringing 30 years of coal mining experience.

The Board reconstituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee. Mr. Jaimish Patel serves as Chairman for all three committees.

Auditor and Compliance Updates

The company replaced its statutory auditors due to the management transition. M/s. Ashok Dhariwal & Co resigned, and M/s. B K Patel & Co was appointed as Statutory Auditors effective August 27, 2026. Similarly, M/s. Kunal Sharma & Associates resigned as Secretarial Auditors, replaced by Mrs. Rupal Patel for a five-year term from FY27 to FY31. M/s. J C Patel & Company was appointed as Internal Auditors.

What the Numbers Show

The share transfer agreement valued the acquisition at ₹56.84 per equity share. The total consideration for 35,67,969 shares was ₹20.28 crore. This transaction transferred approximately 49.76% of the paid-up equity share capital and voting rights to the acquirers, marking a definitive shift in control from the Agrawal family promoters to the Dholu group.

Shareholder Meeting Details

The AGM is scheduled for September 30, 2026, at 11:30 am via Video Conferencing. The Register of Members and Share Transfer Books will remain closed from September 24, 2026, to September 30, 2026. Mrs. Rupal Patel was appointed as Scrutinizer for remote e-voting and voting at the AGM.

The mandatory open offer for Lippi Systems concluded with minimal public participation, as acquirers accepted only 1,000 equity shares out of the proposed 33,82,231 shares. The post-offer advertisement, published on August 17, 2026, in newspapers including Financial Express and Jansatta, confirmed that the change in control was driven entirely by a private Share Purchase Agreement (SPA) rather than public shareholder participation. The transaction, governed by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, was led by Vinesh Shivji Dholu, Jagdish Shivji Dholu, Shivji Karamshi Dholu, Jagruti Vinesh Dholu, and Parul Jagdish Dholu.

Despite an offer price of ₹56.84 per share, the aggregate size of the actual offer amounted to just ₹56,840, a stark contrast to the proposed size of ₹19,22,46,010.04. The offer period ran from July 20, 2026, to July 31, 2026, with consideration payments scheduled for August 10, 2026. Vivro Financial Services Private Limited acted as the Manager to the Offer, while Cameo Corporate Services Limited served as the Registrar.

Acquisition Structure

The acquirers did not rely on the open offer to secure control. Instead, they acquired 1,00,67,969 shares (representing 74.57% of the expanded share capital) through a Share Purchase Agreement dated May 18, 2026, and warrants subscribed under a Share Subscription Agreement. This off-market transaction formed the bulk of their holding. The underlying transaction under the Share Subscription Agreement is contingent upon BSE approval for the proposed preferential issue.

Post-Offer Shareholding

Following the consummation of the SPA and the nominal open offer acceptance, the five acquirers collectively hold 1,00,68,969 equity shares, constituting 74.58% of the fully diluted equity share capital. The public shareholding remains at 25.05%, comprising 33,81,231 shares. The expanded share capital stands at 1,35,00,000 equity shares, which includes 70,00,000 existing shares and 65,00,000 shares underlying warrants issued pursuant to a preferential issue.

What the Numbers Show

The divergence between the proposed and actual open offer figures highlights that the change in control was driven entirely by the private SPA rather than public shareholder participation. With only 1,000 shares tendered against a target of over 33 lakh shares, the open offer served primarily as a regulatory formality to comply with SEBI SAST Regulations, while the economic transfer of ownership occurred exclusively through the off-market agreement with existing promoters or sellers. The reclassification of certain promoter group members to the public category further stabilizes the public float requirement without diluting the acquirers' effective control.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE845B01018/ab7bf825-1fb8-40f5-ad2d-3d54292ed8b2.pdf