Lykis Limited has disclosed the receipt of the Letter of Offer from Parshav Vatika LLP and associates for their mandatory open offer to acquire up to 50,37,541 equity shares, representing 26% of the company's total voting share capital. The disclosure, filed with BSE Limited on March 07, 2026, confirms the finalized schedule for the acquisition process.

Committee of Independent Directors Meeting

The Committee of Independent Directors of Lykis Limited convened on March 11, 2026, to discuss, analyze and review the open offer by Parshav Vatika LLP and its associates. The meeting commenced at 05:30 PM and concluded at 05:35 PM, focusing on the mandatory open offer under Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The committee reviewed the open offer documentation including the Public Announcement dated December 18, 2025, Detailed Public Statement dated December 25, 2025 published on December 26, 2025, and Letter of Offer dated March 06, 2026.

Official Letter of Offer Details

The company received a copy of the Letter of Offer dated March 06, 2026, from the acquirer group comprising Parshav Vatika LLP (Acquirer), K8 Products LLP (PAC 1), and Tidagela Ventures Private Limited (PAC 2). The offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011.

Confirmed Timeline Schedule

The Letter of Offer provides the definitive schedule for all major activities related to the open offer. The identified date has been confirmed as March 02, 2026, with the tendering period running from March 17 to April 02, 2026.

Transaction Background

The open offer stems from a share purchase agreement executed on December 18, 2025, between the acquirer group and Mr. Nadir Umedali Dhrolia, the current promoter. Under this agreement, the acquirers will purchase 1,30,14,966 equity shares (67.17% of share capital) at ₹19.01 per share for a total consideration of ₹24,75,00,000.

Market Price Comparison

As of March 05, 2026, the closing market price of Lykis Limited shares on BSE was ₹55.79 per equity share, significantly higher than the offer price of ₹34.50. The offer price represents the volume-weighted average market price for 60 trading days preceding the public announcement, rounded up from ₹34.48.

Post-Transaction Shareholding

Upon completion of both the share purchase agreement and the open offer (assuming full acceptance), the shareholding structure will be transformed:

The resulting public shareholding of 6.83% will fall below minimum requirements, and the acquirers have undertaken to restore compliance within prescribed timelines. The Committee of Independent Directors has provided their recommendations on the open offer to shareholders as required under SEBI Takeover Regulations, with the disclosure filed with BSE Limited for regulatory compliance.

Lykis Limited has issued a comprehensive cautionary statement regarding deteriorating external conditions that may significantly impact its business operations and financial performance. The Mumbai-based global supplier of FMCG, cosmetics, and raw material/packaging products released this warning on January 22, 2026, under Regulation 30 of SEBI listing requirements.

Economic Pressures and Cost Inflation

The company is confronting an increasingly adverse global economic environment characterized by multiple headwinds. Key challenges include sustained inflation, rising operating costs, and weakening consumer demand across several international markets. The impact on operational efficiency is detailed below:

Foreign Exchange and Market Volatility

Foreign exchange volatility has intensified in key export regions, particularly affecting emerging economies. Currency depreciation and instability present multiple risks to the company's international operations. These challenges may result in lower export realizations, pricing difficulties, increased hedging costs, and potential losses on receivables, ultimately impacting cash flows.

Geopolitical and Security Risks

Lykis Limited faces heightened geopolitical and security risks across its operational markets. The company specifically highlighted concerns in African and developing markets, where political instability, civil unrest, and armed conflicts have already created operational disruptions:

• Shipment delays and border disruptions
• Rising insurance costs
• Higher operational risks
• Potential for further escalation

Infrastructure and Regulatory Challenges

Infrastructure and logistics conditions in several markets remain problematic, with persistent issues affecting business operations. The company identified multiple constraints that could impact performance:

These constraints may lead to execution failures, customer dissatisfaction, loss of contracts, and reduced competitiveness in international markets.

Financial and Credit Risk Exposure

From a financial perspective, Lykis Limited is experiencing increasing counterparty and credit risks. The company faces challenges including delayed payments and higher probability of customer defaults in certain markets. These issues may place significant strain on working capital, liquidity, and overall balance sheet strength.

The company operates across jurisdictions with frequently changing regulatory and trade policies, where sudden modifications in import/export rules, taxation, tariffs, foreign exchange controls, or sanctions could result in blocked shipments, higher compliance costs, or restricted market access.

Outlook and Risk Assessment

Lykis Limited cautioned that future revenues, margins, and growth prospects remain highly uncertain due to these structural challenges. The company emphasized that business performance may remain volatile and unpredictable in the near to medium term. Many of these risks are structural and beyond the company's control, potentially affecting shareholder value materially and adversely.

While the company will continue monitoring these developments, the cautionary statement underscores the challenging operating environment facing businesses with significant international exposure in the current global economic climate.