Lippi Systems AGM Approves Name Change to Nilkanth Resources

Nature of the Event

This is a regulatory filing under SEBI LODR Regulations, 2015, containing the notice for the 33rd Annual General Meeting (AGM) of Lippi Systems Limited, to be held on September 30, 2026.

AGM Details

The 33rd AGM is scheduled to be held on Wednesday, 30th September 2026 at 11:30 A.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The deemed venue is the company's registered office in Ahmedabad. The remote e-Voting period is from Sunday, 27th September 2026 at 9:00 AM (IST) to Tuesday, 29th September 2026 at 5:00 PM (IST). The cut-off date (record date) for determining members eligible to vote is Wednesday, 23rd September 2026.

Business to be Transacted

The notice outlines 17 items of business for shareholder approval:

ORDINARY BUSINESS

1. Adoption of Financial Statements: To consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors.

2. Appointment of Director Retiring by Rotation: To appoint Mr. Shivji Dholu (DIN: 01941254), who retires by rotation, as a Director of the Company.

3. Appointment of Statutory Auditors: To appoint M/s. B K Patel & Co., Chartered Accountants (FRN: 112647W), as Statutory Auditors from the conclusion of this AGM until the conclusion of the 38th AGM in 2031.

SPECIAL BUSINESS

4. Appointment of Statutory Auditors (Casual Vacancy): To approve the appointment of M/s. B K Patel & Co. to fill the casual vacancy caused by the resignation of the previous statutory auditors, M/s. Ashok Dhariwal & Co. (FRN-100648W). This appointment is valid until the conclusion of this 33rd AGM.

5. Appointment of Secretarial Auditor: To appoint Mrs. Rupal Patel, Practising Company Secretary (FCS No. 6275, CP No. 3803), as Secretarial Auditor for five consecutive financial years from FY 2026-27 to FY 2030-31.

6. Regularization of Executive Director: To regularize the appointment of Mr. Vinesh Dholu (DIN: 02953383) as an Executive Director. He was appointed as an Additional Director (Executive) effective August 27, 2026. His remuneration will be as approved by the Board within the limits of the Companies Act, 2013 and Schedule V. (Special Resolution)

7. Regularization of Executive Director: To regularize the appointment of Mr. Jagdish Dholu (DIN: 06683968) as an Executive Director. He was appointed as an Additional Director (Executive) effective August 27, 2026. His remuneration will be as approved by the Board within the limits of the Companies Act, 2013 and Schedule V. (Special Resolution)

8. Appointment of Managing Director: To appoint Mr. Jagdish Dholu (DIN: 06683968) as Managing Director for a period of 5 years with effect from August 27, 2026, on nil remuneration. The Board is authorized to alter the remuneration terms in the future within statutory limits. (Special Resolution)

9. Regularization of Independent Director: To regularize the appointment of Mr. Jaimish Patel (DIN: 09647742) as a Non-Executive Independent Director for a term of 5 years from September 30, 2026, to September 29, 2031. He was appointed as an Additional Director effective August 27, 2026. (Special Resolution)

10. Regularization of Independent Director: To regularize the appointment of Ms. Mansi Hardik Shah (DIN: 00031947) as a Non-Executive Independent Director for a term of 5 years from September 30, 2026, to September 29, 2031. She was appointed as an Additional Director effective June 04, 2026. (Special Resolution)

11. Regularization of Non-Executive Director: To regularize the appointment of Mr. Shivji Dholu (DIN: 01941254) as a Non-Executive, Non-Independent Director. He was appointed as an Additional Director effective August 27, 2026. (Ordinary Resolution)

12. Change of Company Name: To approve the change of the company's name from "Lippi Systems Limited" to "Nilkanth Resources Limited", subject to MCA/ROC approval. This involves altering the Memorandum and Articles of Association. (Special Resolution)

13. Alteration of Main Objects Clause: To completely alter the main object clause of the Memorandum of Association to focus on the business of "prospecting, exploring, mining, extracting, excavating... bentonite and other industrial minerals." The new objects detail activities across the mining value chain. (Special Resolution)

14. Adoption of Altered Memorandum: To adopt the restated Memorandum of Association, incorporating the name change and new object clause. (Special Resolution)

15. Approval of Related Party Transactions: To grant omnibus approval for contracts/arrangements with Related Parties for 5 years, with the following maximum annual financial limits:

Prism Vista Mineral Private Limited: ₹25 Crore
Vines Dholu and Jagdish Dholu (Acquisition of Land): ₹25 Crore
Four named individuals (Office Rent): ₹0.07 Crore
SHREE SHYAM MINERAL CORPORATION: ₹15 Crore
Nilkanth Marki Zari Coal Block Private Limited: ₹35 Crore
Nilkanth Infra Mining Limited: ₹25 Crore

Total Maximum Annual Limit: ₹125.07 Crore

The land acquisition (item 2) will be based on an independent valuation. (Ordinary Resolution)

16. Approval for Loans/Guarantees/Investments: To authorize the Board to give loans, provide guarantees/securities, and make investments in other body corporates, up to an aggregate outstanding amount of ₹100 Crores at any point in time. (Special Resolution)

17. Approval for Borrowing and Charging Assets: To authorize the Board to borrow money, exceeding the limits under Section 180(1)(c) of the Companies Act, 2013, up to an aggregate outstanding amount of ₹500 Crores. The Board is also authorized to mortgage/charge the company's assets to secure these borrowings. (Special Resolution)

Key Financial Figures and Limits

Related Party Transactions: Aggregate annual limit of ₹125.07 Crore approved for 5 years.
Loans/Guarantees/Investments: Aggregate limit of ₹100 Crore approved.
Borrowing Limit: New aggregate borrowing limit of ₹500 Crore approved.
Auditor Remuneration: To be mutually agreed between the Board and the auditors.
Director Remuneration: For Vinesh Dholu and Jagdish Dholu (Executive Directors), remuneration will be as per Board approval within statutory limits. Jagdish Dholu's remuneration as Managing Director is initially nil.

Parties Involved

Regulators: BSE Limited, SEBI, Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC).
Auditors: M/s. B K Patel & Co., Chartered Accountants (Statutory); Mrs. Rupal Patel, Company Secretary (Secretarial).
Scrutinizer: Mrs. Rupal Patel (for e-voting process).
E-Voting Agency: Central Depository Services (India) Limited (CDSL).
Registrar and Transfer Agent: Cameo Corporate Services Limited.
Related Parties: Prism Vista Mineral Private Limited, Vines Dholu, Jagdish Dholu, Abjibhai Dholu, Kasturben Mohanlal Dholu, Gitaben Hiralal Dholu, Parulben Jagdishbhai Dholu, SHREE SHYAM MINERAL CORPORATION, Nilkanth Marki Zari Coal Block Private Limited, Nilkanth Infra Mining Limited.

Capital Structure Impact

The disclosure does not provide specific details on pre or post-event share capital or resulting dilution from any proposed actions.

Governance and Compliance

The notice includes extensive instructions for shareholder participation via e-voting and VC/OAVM, in compliance with MCA and SEBI circulars. It also advises shareholders to dematerialize their holdings and update their contact and bank details.