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.
• Approval for purchase of land for new projects and increase in borrowing powers subject to shareholder approval.

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.

Lippi Systems saw its promoter group change hands after the Vinesh Shivji Dholu group acquired 49.76% of the company’s equity shares from the existing promoters in an off-market transaction on August 26, 2026.

The acquisition was executed pursuant to a share purchase agreement dated May 18, 2026. The sellers included Mr. Nandlal J. Agrawal, Mr. Kunal Nandlal Agrawal, Ms. Shashikalaben Nandlal Agrawal, and Ms. Neha Sumit Sanghvi. Concurrently, the acquirers purchased an additional 1,000 equity shares (representing 0.01%) from public shareholders under an open offer process, with consideration paid on August 10, 2026. These tendered shares remain in a special escrow account pending transfer.

Transaction Details

Five entities comprising the acquirer group participated in the deal: Mr. Vinesh Shivji Dholu, Mr. Jagdish Shivji Dholu, Mr. Shivji Karamshi Dholu, Ms. Jagruti Vinesh Dholu, and Ms. Parul Jagdish Dholu. The total equity share capital of Lippi Systems remains unchanged at ₹7 crore, comprising 70,00,000 equity shares of face value ₹10 each.

Note: The aggregate off-market acquisition from promoters was 34,82,862 shares (49.76%). The total holding includes 1,000 shares acquired via open offer.

Consequent to these transactions, the previous seller group ceased to be members of the promoter and promoter group, while the Vinesh Shivji Dholu group became the new promoter group effective August 26, 2026. This disclosure was filed under Regulation 29(1) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Additionally, an aggregate of 85,107 equity shares (representing 1.22% of the total equity share capital) are currently in the process of being acquired by the acquirers from the sellers through another off-market transaction as per the SPA terms.

What the Numbers Show

The transfer of control marks a complete structural shift in Lippi Systems' ownership. The previous promoter group, which held 51.06% prior to the deal, has reduced its stake to a residual 1.30% (comprising the 85,107 shares still in process of transfer). The new promoter group now holds a controlling interest of nearly half the company (49.77%), establishing clear corporate control without requiring further immediate dilution or open market purchases for majority status.