Lippi Systems promoters sold 34,82,862 equity shares through off-market transactions on August 26, 2026. The deal significantly reduces the promoter group's stake from 51.06% to 1.30%.

The transaction was executed pursuant to a share purchase agreement dated May 18, 2026. Nandlal J. Agrawal, acting as the representative of the promoters and promoters group, filed the disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Transaction Details

Four promoter entities participated in the disposal: Mr. Nandlal J. Agrawal, Mr. Kunal Nandlal Agrawal, Mrs. Shashikalaben Nandlal Agrawal, and Mrs. Neha Sumit Sanghvi. The total equity share capital of the company remains unchanged at ₹7 crore, comprising 70,00,000 equity shares of face value ₹10 each.

Nandlal J. Agrawal exited completely, selling his entire holding of 14,74,895 shares. Kunal Nandlal Agrawal and Shashikalaben Nandlal Agrawal retained minimal stakes of 1,400 and 6,200 shares respectively. Neha Sumit Sanghvi retained the largest residual stake among the sellers at 83,707 shares.

What the Numbers Show

The aggregate sale of 49.76% of the company's equity represents a near-total exit by the founding promoter group. With the post-transaction holding dropping to just 1.30%, the promoters no longer hold a controlling interest in Lippi Systems Limited. This structural shift in ownership suggests a potential change in corporate control or a complete divestment strategy by the original founders.

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.