A Change of Control Announced in May, Completed in August: LIPPI Systems Passes to the Dholu Family at ₹56.84

Under Regulation 29(2) of the SEBI takeover regulations, Nandlal J. Agrawal, on behalf of the promoter group, disclosed the sale of 34,82,862 equity shares (49.76% of LIPPI Systems' 70 lakh paid-up shares) by four promoter-group members — Nandlal J. Agrawal, Kunal Nandlal Agrawal, Shashikalaben Nandlal Agrawal and Neha Sumit Sanghvi — through off-market transactions on August 26, 2026, pursuant to a Share Purchase Agreement dated May 18, 2026. Their combined holding went from 51.06% to 1.30%.

The SPA price, stated in the company's Q1 FY27 results notes, is ₹56.84 per share. On that basis the consideration for the shares transferred is about ₹19.8 crore. The same ₹56.84 was the open-offer price to public shareholders and the exercise price of the warrants issued to the acquirers.

1. 18 May

   Board approves increase in authorised capital, a preferential issue of 65,00,000 warrants at ₹56.84 to the acquirers, and the promoters sign the SPA. Public announcement of the open offer issued the same day.

2. 25 May

   Detailed public statement published: open offer by Vinesh, Jagdish, Shivji, Jagruti and Parul Dholu for 33,82,231 shares (25.05% of expanded capital of 1.35 crore shares) at ₹56.84.

3. 14 Jun

   EGM approves the preferential issue and related resolutions.

4. 8 Jul

   Letter of offer filed; independent directors' committee recommendation published Jul 15; pre-offer advertisement Jul 17.

5. 17 Aug

   Post-offer advertisement published: open offer completed.

6. 26 Aug

   SPA shares transferred off-market at ₹56.84.

7. 27 Aug

   Board meeting (17:30–22:10 IST): Vinesh Dholu and Jagdish Dholu appointed executive directors (Jagdish Dholu as Managing Director), Shivji Dholu as non-executive director, Jaimish Patel as independent director, all 'pursuant to post open offer announcement'; name change to Nilkanth Resources Limited; main objects extended to bentonite and other minerals mining and processing; statutory auditor change.

Every step above was filed with BSE at the time. The Q1 FY27 results filed on August 14 carry notes 5 to 8 describing the SPA, the warrants, the open offer and the pending change in control, and the auditor's review report draws attention to them as an emphasis of matter.

LIPPI Systems reported no revenue from operations in Q1 FY27. Total income was ₹37.9 lakh, of which ₹14.7 lakh came from a wind turbine and ₹23.3 lakh was other income. The quarter's net loss was ₹0.28 lakh, after a ₹51.7 lakh loss in Q4 FY26 and a ₹22.1 lakh loss in Q1 FY26. FY26 net profit of ₹377.2 lakh was driven by ₹799.4 lakh of other income. The company's segments are rotogravure printing cylinders (no revenue in the periods shown) and wind power.

The board's August 27 resolutions point to the acquirers' plan: a new name, Nilkanth Resources, and main objects extended to bentonite and minerals mining and processing, both subject to shareholder and regulatory approval. The 65 lakh warrants, if exercised at ₹56.84, would bring in about ₹36.9 crore and raise the share count to 1.35 crore.

The shares changed hands at ₹56.84, about 74% below the August 28 close of ₹220. The stock rose from a 52-week low of ₹23.81 to an intraday high of ₹281.20 on August 4, then drifted lower on thin volumes (a few hundred to a few thousand shares most days) to ₹217.10 on August 27. The board outcome and the SAST disclosure both reached BSE after market hours; on August 28 the stock closed up 1.3% at ₹220.00 on 43,667 shares. With 1.30% left with the sellers and the open offer completed, the public float is what remains after the acquirers' holding.