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EQUITY - MARKET SCREENER

Lykis Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
530689
INE624M01014
18.4977385
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
23.05
85.74
EPS(TTM)
Face Value()
Div & Yield %
1.92
10
0
 

As on: Jul 10, 2026 03:31 AM

Dear Members,

Your Directors are pleased to present the Company's 42 nd Annual Report on the business and operations of the Company together with the audited financial statements (standalone as well as consolidated) for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31,2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

(' In Lakhs)

Particulars Standalone Consolidated
31.03.2026 31.03.2025 31.03.2026 31.03.2025
Total Income 26289.31 26776.06 39661.76 30141.08
Total Expenditure 26176.27 26442.89 38839.68 29725.07
Profit Before Depreciation and Tax 679.29 356.53 955.13 493.41
Less: Depreciation 133.05 154.94 133.05 154.94
Profit/(Loss) Before Tax 546.24 201.59 822.08 338.47
Less: Share In profit (Loss) of Associates and JV as per Equity method 0 0 -0.14 -1.40
Profit/(Loss) Before Tax 546.24 201.59 821.94 337.07
Less : Provision for Taxes 122.07 64.86 122.08 87.29
Less :Deferred Tax 52.43 -11.17 52.36 -11.24
Profit / (Loss) for the year before Non-Controlling Interest 371.74 147.89 647.50 261.02
Add: Non-Controlling interest 0 0 0.01 -0.03
Profit / (Loss) for the year after Non-Controlling Interest 371.74 147.89 647.51 260.99
Profit/(Loss) for the year 371.74 147.89 647.51 260.99
Total Comprehensive Income / Loss for the year 371.12 142.16 672.97 258.19

2. COMPANY'S PERFORMANCE

During the year ended March 31, 2026, Operational Revenue including other income on Standalone basis was ' 26289.31/- Lakhs and Profit / (Loss) Before Tax was ' 546.24/- Lakhs v/s 26,776.06 Lakhs revenue in previous year while Net Profit / (Loss) for the financial year ended March 31, 2026 was ' 371.74/- Lakhs v/s ' 147.89/- Lakhs in previous year.

On a Consolidated Basis, the Operational revenue including other income stood at ' 39661.76/- Lakhs. The Profit/ (Loss) Before Tax was ' 821.94 Lakhs and the Net Profit/(Loss) for the financial year ended March 31,2026 was ' 672.97 Lakhs.

Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. DIVIDEND

Your Directors have not recommended dividend for the financial year ended March 31,2026.

4. TRANSFER TO RESERVES

The Board does not propose to transfer any amount to reserves during the Financial Year 2025-26.

5. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

6. SHARE CAPITAL

(' In Lakhs)

As at March 31, 2026 As at March 31, 2025
Particulars Number of Shares Amount Number of Shares Amount
Authorised Capital: Equity Shares of Rs 10/- each 2,00,00,000 20,00,00,000/- 2,00,00,000 20,00,00,000/-
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each 1,93,75,155 19,37,51,550/- 1,93,75,155 19,37,51,550/-

During the year under review, the Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity. As on March 31,2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. CORPORATE RESTRUCTURING:

On June 11 2025, the Company has completed its exit from Lykis Biscuits Private Limited and Lykis Packaging Private Limited. Consequently, Lykis Biscuits Private Limited and Lykis Packaging Private Limited ceases to be an Associate of the Lykis Limited.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company has not given loan to any subsidiary company during the year. The details of loan has been duly mentioned in the financials statements of the company.

9. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in nature of business.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31,2026, your Company has two Subsidiary Companies, details whereof as under:

> SUBSIDIARY ENTITIES:

Goldspan Exports Private Limited (formerly known as Lykis Marketing Pvt Ltd) is the subsidiary of Lykis Limited. The Company has main focus on FMCG product, commission agent and Marketing services.

Lykis Exports LLC is the wholly owned subsidiary of Lykis Limited. The Company has the main business of export of FMCG, ENA & Industrial Products.

In accordance with the provision of section 136 of the Companies Act, 2013, the annual report is placed on the company's website i.e. .

> ASSOCIATE ENTITIES:

Lykis Biscuits Private Limited and Lykis Packaging Private Limited ceases to be an Associate of the Lykis Limited w.e.f. April 28, 2025 and June 11 2025 respectively.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary and associate company in Form AOC-1 is attached as Annexure A to this report.

The Company has no Joint Venture companies.

Material Subsidiary:

As on March 31,2026, the company has no unlisted material subsidiary.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2026, the Company's Board had six members comprising of one Executive Director, three Independent Directors and two Non-Executive Non Independent Director including two Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/ Cessation/ Change in Designation of Directors:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Deep Vikas Shah is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

During the year under review, there were following changes:

1. Mr. Shafeen Charania (DIN: 07283015) resigned as a Chairman and Non-Executive and Non-Independent Director of the Company effective from August 06, 2025.

2. Mr. Kairav Trivedi ceases to be an Independent Director pursuant to completion of his term as an Independent Director of the Company with effect from November 13, 2025.

3. Mr. Rajendra Singhvi (DIN: 08322932), resigned as an Independent Director of the Company with effect from March 27, 2026.

4. Mrs. Mangala Prabhu (DIN:06450659), resigned as an Independent Director of the Company with effect from April 01,2026.

5. Ms. Radhika Amit Agarwal & Ms. Kinjal Bhavin Gandhi were appointed as Additional Non-Executive Independent Director w.e.f. April 22, 2026 and who are proposed to be appointed as Non-Executive Independent Directors of the Company in the ensuing Annual General Meeting, subject to members' approval.

6. Mr. Amit Mallawat (DIN: 07898743), resigned as an Independent Director of the Company with effect from May 15, 2026.

7. Mr. Jitendra Kumar Ranka was appointed as an Additional Executive Director & Managing Director of the Company w.e.f. May 25, 2026. Further, Mr. Jitendra Kumar Ranka is proposed to be appointed as Chairman & Managing Director of the Company in the ensuing Annual General Meeting, subject to members' approval.

8. Mr. Nishant Nathmal Bajaj was appointed as an Additional Non-Executive Non-Independent Director of the Company w.e.f. May 25, 2026 and who is proposed to be appointed as Non-Executive Non-Independent Director of the Company in the ensuing Annual General Meeting, subject to members' approval.

9. Mr. Rajesh Nambiar, resigned as an Independent Director of the Company with effect from May 28, 2026.

10. Mr. Nadir Dhrolia, resigned as a Managing Director of the Company with effect from June 01, 2026.

The necessary resolutions for the appointment /re-appointment of the above mentioned director and their brief profile have been included in the notice convening the ensuing Annual General Meeting. The brief resume of the Director seeking appointment / re-appointment at the ensuing Annual General Meeting, in pursuance of Regulation 36(3) of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is annexed to the Annual General Meeting Notice.

All the directors of the company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of section 164(2) of the Companies act, 2013.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Shrigopal Kandoi, Chief Financial Officer

2. Ms. Darshana Sawant, Company Secretary & Compliance Officer (resigned w.e.f. May 09, 2026)

3. Mr. Nadir Dhrolia, Chairman & Managing Director (resigned w.e.f. June 01, 2026)

4. Ms. Kinjal Rathod, Company Secretary & Compliance Officer (appointed w.e.f. June 01, 2026)

12. MEETINGS OF BOARD OF DIRECTORS

The Board met 6 (Six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31,2026, the Board has constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

14. INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on March 11, 2026 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking

into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

16. BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

17. DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

19. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) is are applicable to the company during the year under review. The details of CSR expenditure are mentioned in "Annexure B".

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure C".

21. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as a "Annexure D".

A certificate from Ms. Komal Birmiwala, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on March 31,2026 is available on the Company's website

23. RELATED PARTY TRANSACTIONS

All contracts, arrangements/ transactions entered into during the year by the company with Related Parties were in ordinary course of business and on an arm's length basis. During the year under review, the company had not entered into any contract / arrangement/ transactions with related parties which could be considered as material. The particulars of contracts or arrangements referred to in section 188 (1) of the Companies Act, 2013 with related parties and as mentioned in form AOC-2 is attached as "Annexure E".

24. STATUTORY AUDITORS & AUDITORS' REPORT

The Company had appointed M/s J A S S & CO LLP (formerly known as Singrodia & Co. LLP), Chartered Accountant (Firm Registration No. W100280) as Statutory Auditor of the Company for term of five consecutive years from the conclusion of 37 th Annual General Meeting till the conclusion of 42 nd Annual General Meeting of the Company. The Company has also received a consent from M/s Singrodia & Co. LLP (Firm Registration No. W100280) to act as a Statutory Auditor of your Company for the period of five years.

M/s J A S S & CO LLP (formerly known as Singrodia & Co. LLP), Chartered Accountant (Firm Registration No. W100280) are to be re-appointed in the ensuing Annual General Meeting of the Company for the period of five years from the conclusion of 42 nd Annual General Meeting till the conclusion of 47 th Annual General Meeting of the Company. The Company has also received a consent from M/s Singrodia & Co. LLP (Firm Registration No. W100280) to act as a Statutory Auditor of your Company for the period of five years.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

25. SECRETARIAL AUDITORS & AUDITORS' REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24(A) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Company had appointed Ms. Komal Birmiwala, Practising Company Secretary, as Secretarial Auditors for a term of five consecutive years from the conclusion 41 st Annual General Meeting till the conclusion of 46 th Annual General Meeting of the company.

The Secretarial audit report for the financial year ended March 31,2026 is annexed to this Report as "Annexure F" which is self-explanatory.

26. INTERNAL AUDITORS & AUDITORS' REPORT

The Board, upon the recommendation of the Audit Committee, has appointed M/s KTPS & Co, Chartered Accountants, as the Internal Auditors of the Company for financial year 2025-2026.

The observations made in the Internal Auditors' Report are self-explanatory and therefore do not call for any further comments.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure G"to this Report.

28. PREVENTION OF SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted 'Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2025-26.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

29. MATERNITY BENEFITS COMPLIANCES

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

30. WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its Directors and employees, to report concern about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use this mechanism. During the financial year 2025-26, no cases under this mechanism were reported to the Company and /or to any of its Subsidiaries / Associates. Policy on whistle blower is available at

31. LISTING ON STOCK EXCHANGE

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2025-26. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation of energy. The Company shall explore alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

C. Foreign Exchange Earnings and Outgo

Particulars Current Year Previous Year
Foreign Exchange Outgo 616.77 526.54
Foreign Exchange earned 15507.87 21654.12

33. RISK MANAGEMENT

The Company has established a robust Risk Management system to identify & assess the key risks and ensure smooth and efficient operations of the business. Your company is well aware of these risks and challenges and has put in place mechanism to ensure that they are managed and mitigate with adequate timely actions. The audit committee reviews business risk area covering operational, financial, strategic and regulatory risks.

34. CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

35. CODE OF CONDUCT

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

36. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/ bonus/right issues as at March 31, 2026. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

37. MATERIAL CHANGES AND COMMITMENTS

During the year under review and till the date of this Report, the following material changes and commitments have occurred:

i. Open Offer:

During the year, an Open Offer was made by M/s. Parshav Vatika LLP (Acquirer) along with M/s. K8 Products LLP (PAC 1) & M/s. Tidagela Ventures Private Limited (PAC 2) through a Letter of Offer dated March 6, 2026, in compliance with Regulations 3(1) and 4 of the SEBI SAST Regulations. The offer was made for the acquisition of up to 50,37,541 equity shares (26% of the voting share capital) of the Company from the public shareholders at a price of Rs. 34.50 per equity share, payable in cash. Against the said offer, 201 equity shares were validly tendered and accepted.

The Open Offer was triggered pursuant to the execution of a Share Purchase Agreement dated December 18, 2025, under which the Acquirers acquired 130,14,966 equity shares (67.17% of the voting share capital) of the Company from the erstwhile promoter, Mr. Nadir Dhrolia, at a negotiated price of Rs. 34.50 per share.

Subsequent to the closure of the financial year, the Company has initiated the process of incorporating a Wholly Owned Subsidiaries as mentioned below:

a) Tidagela Industries Private Limited

b) Parshav Infra Market Private Limited

c) Exnora Trade Private Limited

ii. Alterations/Additions in Main Objects of the Company:

As a strategic decision the Board of Directors of the Company in its meeting held on June 15, 2026 proposed the re-adoption of new set of Memorandum of Association and Articles of Association as per Companies Act, 2013, pursuant to prospecting restructuring activities subject to approval of members of the Company.

iii. Change in Name of the Company:

The new management of the Company at its meeting held on May 28, 2026 had suggested the name from "Lykis Limited" to "Krowniq Limited", subject to the availability of the name with Ministry of Corporate Affairs, Central Registration Center, under the provisions of the Companies Act, 2013 and also proposed to alter object of the company.

The Ministry of Corporate Affairs, Central Registration Centre vide its letter dated June 09, 2026 approved the availability of new name "Krowniq Limited". The Board at its meeting held on June 15, 2026 approved the change of the name of the Company from "Lykis Limited" to "Krowniq Limited" and consequential change to the memorandum of association and articles of association of the company, subject to all necessary and regulatory approvals.

iv. Reconstitution of the Board and Committees:

In line with the change in management and control of the Company, the composition of the

Board of Directors and its Committees was reconstituted during the year. New Directors representing the Acquirer group were inducted on the Board, while certain outgoing Promoter and other Directors resigned.

Furthermore, the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee were reconstituted to ensure compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The reconstitution reflects the Company's renewed governance structure, aimed at strengthening oversight and aligning with the growth trajectory of the new business.

v. Change in Registered Office address of the Company:

In line with the new management's strategic direction and to facilitate effective administration, coordination, and operational efficiency, the Board of Directors at its meeting held on June 09, 2026 approved the shifting of the registered office of the Company within the city of Mumbai, subject to necessary statutory approvals. The Registered office shifted from 4th Floor, Grandeur Building, Veera Desai Road, Opp. Gundecha, Symphony, Andheri - West, Andheri, Mumbai-400053, Maharashtra, India to 507-508, 5th Floor, Corporate Avenue, Sonawala Lane, Near Goregoan Station, Goregoan (East), Mumbai - 400 063, Maharashtra, India.

vi. Reclassification of Promoter:

Pursuant to the open offer of the Company by the new Acquirers and induction of the new promoters, the Company undertook the process of reclassification of the erstwhile promoter, Mr. Nadir Dhrolia, from the category of "Promoter" to "Public" shareholder.

In terms of Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no application for such reclassification was required to be filed with the Stock Exchange(s), since the reclassification arose as a consequence of an open offer involving a change in control of the Company. Accordingly, the Acquirers have been recognized as the new Promoters, and the erstwhile promoter stands reclassified under the Public category.

38. DETAILS OF SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BY THE REGULATORS OR COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

39. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on meetings of Board of Directors and on General Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the Companies Act, 2013.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

44. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a "Board Diversity Policy" which sets out the approach to diversity. The Board Diversity Policy of the Company is available at

45. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The details of this policy are available on the website of the Company

46. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act 2013 and accordingly the provisions of said section do not apply.

47. APPRECIATION

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on behalf of the Board of Directors

Jitendra Kumar Ranka Nishant Nathmal Bajaj
Date : June 15, 2026 Executive Director Non-Executive Director
Place : Mumbai DIN: 01062761 DIN: 06634036