Lykis Limited's Committee of Independent Directors unanimously recommended the open offer by Parshav Vatika LLP and its PACs to acquire 50,37,541 equity shares (26% stake) at ₹34.50 per share. The five-member IDC, led by Chairman Mr. Mitesh Agrawal, determined the offer price is fair and reasonable based on SEBI compliance and market pricing, with the recommendation published on March 13, 2026.
Lykis Limited's Independent Directors Committee Recommends Open Offer at ₹34.50 Per Share
Lykis Limited's Committee of Independent Directors has issued a unanimous recommendation supporting the open offer by Parshav Vatika LLP to acquire a significant stake in the company. The recommendation, dated March 11, 2026, was published in leading newspapers including The Financial Express, Jansatta, and Pratakhkal on March 13, 2026, in compliance with SEBI regulations.
Open Offer Details
The open offer involves the acquisition of up to 50,37,541 fully paid-up equity shares of ₹10 each, representing 26% of Lykis Limited's total voting share capital. The acquirer, Parshav Vatika LLP, is acting in concert with K8 Products LLP and Tidagela Ventures Private Limited as persons acting in concert (PACs).
Parameter: Details Offer Price: ₹34.50 per equity share Total Shares: 50,37,541 equity shares Stake Percentage: 26% of total voting capital Payment Method: Cash payment Manager to Offer: Srujan Alpha Capital Advisors LLP
Committee Composition and Independence
The Committee of Independent Directors consists of five members, all serving as independent directors of the target company. The committee is chaired by Mr. Mitesh Agrawal, with Mr. Rajendra Singhvi, Mr. Rajesh Nambiar, Mrs. Mangala Prabhu, and Mr. Amit Mallawat serving as members.
Aspect: Status Equity Holdings: No IDC members hold shares in Lykis Limited Trading Activity: No trading in company securities since appointment Acquirer Relationship: No relationships with acquirer or PACs Voting Pattern: Unanimous approval by all members
Recommendation Rationale
The IDC determined that the offer price of ₹34.50 per equity share is fair and reasonable based on several key factors. The committee reviewed the Public Announcement dated December 18, 2025, Detailed Public Statement dated December 25, 2025, and Letter of Offer dated March 06, 2026.
The recommendation is supported by compliance with SEBI SAST regulations and market-based pricing methodology:
The equity shares are frequently traded on BSE Limited within SEBI regulatory definitions
The offer price exceeds the negotiated price of ₹19.01 per equity share under the Share Purchase Agreement
The price aligns with the 60-day volume-weighted average market price of ₹34.48, rounded to ₹34.50
Full compliance with Regulation 8(1) and 8(2) of SEBI SAST Regulations
Regulatory Compliance
The recommendation process followed strict regulatory guidelines under Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The IDC confirmed that all information provided is true, correct, and not misleading, including all required disclosures under SEBI SAST regulations.
The committee advised shareholders to independently evaluate the open offer and make informed decisions in their best interests, despite the positive recommendation. No independent advisors were engaged in the evaluation process, and the committee identified no additional matters requiring disclosure.
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.
Meeting Details: Information Date: March 11, 2026 Duration: 05:30 PM to 05:35 PM Chairman: Mr. Mitesh Agrawal (DIN: 09443399) Purpose: Open Offer Recommendations
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.
Parameter: Details Offer Price: ₹34.50 per share Shares Offered: 50,37,541 (26%) Face Value: ₹10.00 per share Maximum Consideration: ₹17,37,95,164.50
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.
Activity: Revised Schedule Identified Date: Monday, March 02, 2026 Offer Opening: Tuesday, March 17, 2026 Offer Closing: Thursday, April 02, 2026 Payment Completion: Monday, April 20, 2026 Post-Offer Announcement: Monday, April 27, 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:
Shareholder Category: Post-Transaction Holding Acquirer & PACs: 93.17% Public Shareholders: 6.83% Promoter: 0.00%
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.
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