Parshav Vatika LLP, along with persons acting in concert (PACs) K8 Products LLP and Tidagela Ventures Private Limited, has announced a revised schedule for their mandatory open offer to acquire shares in Lykis Limited . The offer aims to purchase up to 50,37,541 equity shares, representing 26% of the company's total voting share capital.

Revised Timeline and Key Dates

The open offer schedule has undergone significant revisions from the original timeline. The identified date has been moved from January 28, 2026 to March 02, 2026, while the offer period will now run from March 17, 2026 to April 02, 2026.

The delay stems from extended SEBI review processes, with the regulator's comment period extending to February 26, 2026, compared to the originally anticipated January 23, 2026.

Transaction Structure and Pricing

The open offer is triggered by a share purchase agreement executed on December 18, 2025, between the acquirers and Mr. Nadir Umedali Dhrolia, the current promoter of Lykis Limited. 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.

The offer price of ₹34.50 per share represents the volume-weighted average market price for 60 trading days preceding the public announcement, rounded up from ₹34.48.

Post-Transaction Shareholding Pattern

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

The resulting public shareholding of 6.83% will fall below the minimum public shareholding requirements under SEBI regulations. The acquirers have undertaken to restore compliance within prescribed timelines.

Financial Arrangements and Risk Factors

The acquirers have demonstrated financial capability through certified net worth statements and have deposited over 25% of the total consideration in an escrow account with Kotak Mahindra Bank Limited. However, several risk factors have been highlighted, including the acquirer's lack of prior experience in Lykis's business domain, though this is mitigated by the PACs' relevant industry expertise.

The offer remains non-conditional and will proceed regardless of acceptance levels. Public shareholders can tender their shares through the BSE platform during the offer period, with settlement following standard stock exchange mechanisms.

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.