Lyka Labs Ltd. — Proxy Solicitation & Information Statement 2025

Jan 31, 2025

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31[st] January, 2025

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code: 500259

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

Scrip Code: LYKALABS

Dear Sir/ Madam,

Sub.: Notice of Meeting of Equity Shareholders pursuant to the Order of Hon’ble - National Company Law Tribunal Division Bench, Court I, Ahmedabad (the NCLT)

In continuation of our earlier communication dated 24[th] January 2025, please find enclosed herewith the Notice of the Meeting of the Equity Shareholders of the Company, convened pursuant to the Order of the NCLT.

The said meeting is scheduled to be held on Tuesday, 4[th] March 2025, at 11:00 A.M., through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) to seek approval for the proposed Scheme of Amalgamation.

The Notice of the meeting is also available on the Company’s website at www.lykalabs.com for reference.

This is for your information and records.

Thanking you

Yours faithfully,

For Lyka Labs Limited SHEKHAR Digitally signed by SHEKHAR RAMJEET RAMJEET SINGH Date: 2025.01.31 SINGH 16:03:09 +05'30' Shekhar R Singh Company Secretary

Encl.: a/a

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LYKA LABS LIMITED

[CIN: L24230GJ1976PLC008738] Registered Office : 4801 / B & 4802 / A, GIDC Industrial Estate, Ankleshwar, Gujarat, 393 002. Corporate Office : Ground Floor, Spencer Building, 30, Forjett Street, Grant Road (West), Mumbai-400 036. Website: www.lykalabs.com; Email: companysecretary@lykalabs.com

MEETING OF THE EQUITY SHAREHOLDERS OF LYKA LABS LIMITED

(Convened pursuant to the order dated 23[rd] day of January, 2025 passed by the Hon’ble National Company Law Tribunal, Bench at Ahmedabad)

MEETING

Day	Tuesday
Date	March 4,2025
Time	11:00 AM(IST)
Mode	Through Video Conferencing(VC)or Other Audio Visual Means(OAVM)in terms of the order dated January 23, 2025 passed by the Hon’ble National CompanyLaw Tribunal,Ahmedabad Bench.

REMOTE E-VOTING PRIOR TO THE MEETING (“remote e-voting”):

Cut-off date for determining the equity shareholders entitled to vote	Tuesday, February 25, 2025
Commencement of remote e-voting period	09:00 AM (IST), Saturday, March 1, 2025
End of remote e-voting period	05:00 PM IST, Monday, March 3, 2025

E-VOTING DURING THE MEETING (“e-voting”):

E-voting during the meeting would be available for those equity shareholders who had not voted through remote e-voting. The e-voting would commence post the discussion pertaining to the business mentioned in the Notice is concluded and this facility would be available for 30 minutes thereafter.

INDEX

Sr. No.	Contents	Page No.
1.	Notice for convening Meeting of Equity Shareholders of Lyka Labs Limited, under the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench(the “NCLT”)	1 – 14
2.	Explanatory Statement Under Sections 230, 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies(Compromises,Arrangements and Amalgamations)Rules,2016	15 – 33
3.	Annexure 1: Copy of Scheme of Amalgamation of Lyka Exports Limited (the “Transferor Company”) with Lyka Labs Limited (the “Transferee Company”) and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions thereof and applicable rules thereunder.	34 – 54
4.	Annexure 2: Copy of the report of the Committee of Independent Directors of the Transferee Company, recommending the Scheme to the Board of the said Company.	55 – 57
5.	Annexure 3: Copy of the report of the Audit Committee of the Transferee Company recommendingthe Scheme to the Board of the said Company.	58 – 65
6.	Annexure 4: Copy of the Board Report of the Transferor Company,inter-alia, explaining the effect of the Scheme on each class of shareholders, KMPs, promoters and non-promoter shareholders,and employees.	66 – 69
7.	Annexure 5: Copy of the Board Report of the Transferee Company,inter-alia, explaining the effect of the Scheme on each class of shareholders, KMPs, promoters and non-promoter shareholders,and employees.	70 – 73
8.	Annexure 6: Copies of the Observation Letters of BSE Limited (the “BSE”) and National Stock Exchange of India Limited (the “NSE”), dated August 02, 2023, granting their no objection to the Transferee Company for filing of the Scheme before the NCLT	74 – 79
9.	Annexure 7: Nil Complaint Report filed by the Transferee Company with theBSE and the NSE	80 – 80
10.	Annexure 8: Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferor Company,its Promoters and its Directors.	81 – 81

11.	Annexure 9: Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferee Company,its Promoters and its Directors.	82 – 86
12.	Annexure 10: Copy of Valuation Report on Share Entitlement Ratio obtained from Mr. Bhavesh M. Rathod, Registered Valuer - SFA having registration no. IBBI/RV/06/2019/10708.	87 – 139
13.	Annexure 11: Copy of Fairness Opinion on Valuation Report obtained on Share Entitlement Ratio issued by Kunvarji Finstock Private Limited, SEBI registered Merchant BankingRegistration Number – INM000012564	140 – 154
14.	Annexure 12: Certificate on adequacy and accuracy of disclosure of information in Abridged Prospectus of Lyka Exports Limited and Abridged Prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 including applicable informationpertainingto Lyka Exports Limited	155 – 165
15.	Annexure 13: Pre-amalgamation shareholding pattern of the Transferor Company as on December 31,2024	166 – 171
16.	Annexure 14: Pre-amalgamation and Post-amalgamation shareholding pattern of the Transferee Companyas on December 31,2024	172 – 175
17.	Annexure 15: Copy of the Audited financial statements of Lyka Labs Limited (the Transferee Company)as on March 31,2024	176 – 238
18.	Annexure 16: Copy of the Audited financial statements of Lyka Export Limited (the Transferor Company)as on March 31,2024	239 – 275
19.	Annexure 17: Copy of the Unaudited financial statements of Lyka Labs Limited (the Transferee Company)as onJune 30,2024	276 – 292
20.	Annexure 18: Copy of the Unaudited financial statements of Lyka Export Limited (the Transferor Company)as onJune 30,2024	293 – 307
21.	Annexure 19: Post Merger Balance Sheet of Lyka Labs Limited (the Transferee Company) as onJune 30,2024 based on unaudited financials	308 – 308

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FORM NO. CAA 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016]

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH

COMPANY APPLICATION NO. CA (CAA) NO.58/AHM/2024

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF LYKA EXPORTS LIMITED WITH LYKA LABS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

LYKA LABS LIMITED,

CIN: L24230GJ1976PLC008738

A company incorporated within the meaning of Section 2(20) of the Companies Act, 2013, having its Registered Office at 4801/B & 4802/A

G.I.D.C Industrial Estate, Ankleshwar, Gujarat 393 002.

......... Applicant 2/ Transferee Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF LYKA LABS LIMITED

(Being convened pursuant to the order dated 23[rd] day of January, 2025 passed by the Hon’ble National Company Law Tribunal, Bench at Ahmedabad)

To,

The Equity Shareholder(s) of Lyka Labs Limited

(“Transferee Company” or “Applicant Company No. 2”)

NOTICE is hereby given that the Hon’ble National Company Law Tribunal, Ahmedabad Bench, (the “ NCLT ”), by an order dated January 23, 2025, (the “ NCLT Order ”), has directed convening of a meeting of the equity shareholders of Lyka Labs Limited (the “ Company ” / “ Transferee Company ”) for the purpose of considering, and if thought fit, approving the

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Scheme of Amalgamation between Lyka Exports Limited (the “Transferor Company” ) and the Transferee Company and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) pursuant to Sections 230 to 232 of the Companies Act, 2013 (the “ Act ”) read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (the “ CAA Rules ”) and other applicable provisions of the Act and the CAA Rules.

In pursuance of the said NCLT Order and as directed therein, further notice is hereby given that a meeting of equity shareholders of the Transferee Company will be held on March 4, 2025 at 11:00 AM (IST) through video conferencing (“ VC ” ) or Other Audio Visual Means (“ OAVM ”) (hereinafter referred to as the “ Meeting ”), and the equity shareholders are hereby requested to attend the Meeting to transact the following business:

To consider and if thought fit, approve with or without modification(s), to pass, the following resolution for approval of the Scheme by requisite majority:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act”) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “SEBI Listing Regulations”), SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (the “SEBI Master Circular”) as amended from time to time, the Memorandum and Articles of Association of the Company, any other applicable provisions of any other law for the time being in force, the approval / no adverse remark in the Observation Letters issued by BSE Limited and National Stock Exchange of India Limited, both letters dated August 02, 2023, and subject to approval of National Company Law Tribunal, Ahmedabad Bench, (the “NCLT”), and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), and subject to such approvals, consents, permissions and sanctions, as may be applicable and required, the Scheme of Amalgamation (the “Scheme”) providing for amalgamation of Lyka Exports Limited (the “Transferor Company”) into and with Lyka Labs Limited (the “Company” or “Transferee Company”), draft of which was circulated along with the Notice, be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the Scheme and to take decision regarding accepting such modifications, amendments, limitations and/or conditions, if any, which may be required and/ or imposed by the NCLT while approving the Scheme or by any regulatory or other authorities; to do all acts as may be required for the purpose of resolving any questions or doubts or difficulties that may arise or meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, including passing of such accounting entries and/or making such adjustments in the books of accounts as may be considered necessary or any matter(s) as may be considered ancillary and/or incidental in giving effect to the Scheme.”

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The NCLT has appointed Mr. Dhrunal Y Bhatt to be the Chairperson for the Meeting and Mr. Kaushal Doshi to be the Scrutinizer for the Meeting.

The Scheme shall be considered as approved by the equity shareholders of Transferee Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders by remote e-voting and by e- voting , taken together, in terms of the provisions of Sections 230 - 232 of the Act. Further, the Scheme once approved by the equity shareholders as aforesaid, will be subject to the subsequent approval of the NCLT.

Further, in terms of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (which rescinded the erstwhile SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021) (the “ SEBI Master Circular ”), the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders (through remote e-voting and e-voting) in favour of the aforesaid resolution for approval of the Scheme is more than the number of votes cast by the Public Shareholders against it.

A copy each of the Notice including Scheme and other relevant documents under Section 230 of the Act can be obtained free of charge from the Registered Office of the Transferee Company at 4801/B & 4802/A G.I.D.C Industrial Estate, Ankleshwar, Gujarat-393 002 or can be downloaded . from the Company's website under the link www.lykalabs.com

The Scrutinizer will, immediately after the conclusion of e-voting at the Meeting, first count the votes cast at the Meeting, thereafter unblock votes cast through remote e-voting in presence of two witnesses not in employment of the Company, a Scrutinizer’s Report (of total votes cast in favour or against, invalid votes, if any) and submit the said report to the Chairperson of the Meeting. The Scrutinizer will also submit a separate report with regard to the result of the remote e-voting and e-voting in respect of the Public Shareholders. The Scrutinizer’s decision on the validity of the votes cast shall be final.

The result of e-voting along with the Scrutinizer’s Report, will be displayed on the website of the Transferee Company at www.lykalabs.com; websites of the BSE at www.bseindia.com and the NSE at www.nseindia.com; and on the website of e-voting agency, National Securities Depositary Limited (the “ NSDL ”) at www.evoting.nsdl.com. The result shall be reported to the NCLT by the Chairperson within 3 (Three) days of conclusion of Meeting, as per Rule 14 of the CAA Rules and as directed in the NCLT Order.

The copy of the Scheme along with the statement under Sections 230, 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the CAA Rules, and the documents as stated in the index (collectively referred as “ Annexures ”) are enclosed herewith. In terms of the NCLT Order, the Notice of this Meeting together with Annexures is being sent via email to those equity shareholders of the Transferee Company whose names appear in the register of members/list of beneficial owners as on January, 24, 2025, and whose e-mail addresses are registered with the Transferee Company/ the relevant Depository (ies) as on the said date. For the equity shareholders who have not registered their e-mail address with the Transferee Company/the relevant Depository (ies), the Notice of this Meeting, together with Annexures can be downloaded from the website of the Transferee Company. A copy of this

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Notice and the Annexures will also be hosted on the website of the Transferee Company at www.lykalabs.com; websites of the BSE at www.bseindia.com and the NSE at www.nseindia.com and also on the website of the e-voting agency viz. the NSDL at . www.evoting.nsdl.com

Place: Mumbai

For Lyka Labs Limited

Date: January 31, 2025

Sd/- Mr. Dhrunal Y Bhatt Chairman

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NOTES:

1. In accordance with the NCLT Order and pursuant to the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 3/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the ’ MCA Circulars ’), the Transferee Company is allowed to hold the Meeting through VC / OAVM, without the physical presence of members at a common venue. Hence, in compliance with the directions contained in the NCLT Order, applicable provisions of the Act and the CAA Rules made thereunder, read with the MCA Circulars, the Meeting is being held through VC / OAVM. The deemed venue for the Meeting shall be the Registered Office of the Transferee Company.

2. Considering that the Meeting is being held through VC / OAVM as per the NCLT Order, and in compliance with the MCA Circulars, without the requirement of physical presence of the equity shareholders, the facility of appointment of proxies by equity shareholders under Section 105 of the Act will not be available for the said Meeting and hence, the Route Map, Proxy Form and Attendance Slip are not annexed to this Notice.

3. The Members can join the Meeting in the VC/OAVM mode between 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, and the Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the Meeting without restriction of first come first served basis. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the Meeting.

4. Participation of the Members through VC / OAVM will be reckoned for the purpose of requisite quorum for the Meeting, as per the NCLT Order read with Section 103 of the Act. Further, in terms of the NCLT Order, the quorum for the Meeting shall be 30 equity shareholders and in case the required quorum of 30 equity shareholders for the Meeting is not present at the commencement of the Meeting, the Meeting shall be adjourned by 30 minutes, and, thereafter, the persons present, and voting shall be deemed to constitute the quorum. The Scrutinizer is also duty bound to record all proceedings of the Meeting conducted through VC.

5. Pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of SEBI Listing Regulations , and the MCA Circulars; the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the Meeting. For this purpose, the Company has entered into an agreement with the NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue e-Voting on the date of the Meeting will be provided by NSDL.

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1. In accordance with the MCA Circulars and the SEBI Circulars, Notice of the Meeting is being sent only through electronic mode to those Members whose email addresses are registered with the Company or Depositories. Members may note that the Notice of this Meeting will also be available on the Company’s website www.lykalabs.com, website of the BSE at www.bseindia.com, website of the NSE at www.nseindia.com and on the website of the NSDL at www.evoting.nsdl.com. Further, the Members are requested to support “Green Initiative” by registering / updating their e-mail address (es) with the Depository Participant(s) (in case of Shares held in dematerialized form) or with RTA (in case of Shares held in physical form Members holding shares in dematerialized form are requested to register (or update, in case of any change) their e-mail address with their Depository Participant(s), if not already registered / updated and Members holding shares in physical form are requested to register (or update, in case of any change) their e-mail address with RTA by sending email at rnt.helpdesk@linkintime.co.in, to enable the Company to send electronic communications.

2. Institutional/ Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the Meeting through VC/ OAVM and vote on its behalf. The said Resolution/ Authorization shall also be sent to .

Company at companysecretary@lykalabs.com

1. The NCLT through order dated January 23, 2025 has appointed Mr. Kaushal Doshi, Practicing Company Secretary as a scrutinizer (the ‘Scrutinizer’) to scrutinize the voting and e-Voting process in a fair and transparent manner.

The Scrutinizer will immediately after the conclusion of e-Voting at the Meeting, first count the votes cast at the Meeting, thereafter unblock votes cast through remote e-Voting in presence of two witnesses not in employment of the Company, a Scrutinizer’s Report (of total votes cast in favour or against, invalid votes, if any) and submit the said report to the Chairperson of the Meeting. The Scrutinizer will also submit a separate report with regard to the result of the remote e-Voting and e-Voting during the Meeting in respect of the Public Shareholders. The Scrutinizer’s decision on the validity of the votes cast shall be final.

The result of voting declared along with Scrutinizer’s report will be available on the website of the Company at www.lykalabs.com and on the NSDL website at www.evoting.nsdl.com within 48 working hours from the conclusion of Meeting and the same shall also be simultaneously communicated to the BSE and the NSE.

1. The Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at . companysecretary@lykalabs.com The Members who do not wish to speak

during the Meeting but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at companysecretary@lykalabs.com. These queries will be replied by the Company suitably by email.

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1. In case of joint holders attending the Meeting, only such joint holder who is first in the order of names will be entitled to vote at the Meeting, provided the votes are not already casted by remote e-Voting.

2. An Explanatory Statement to be annexed to the Notice in pursuance of Section 102 of the Act ant the Rules made thereunder, setting out the material facts in respect of the businesses set out in the Notice, is annexed hereto and forms part of this Notice.

3. The Notice of Meeting will be published through advertisement in newspapers of “Financial Express” in English language and in “Janadesh” in Gujarati language.

INSTRUCTIONS TO THE MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

The equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes (a) through e-Voting system available at the Meeting to be held through VC / OAVM or (b) by remote e-Voting during the period as stated below:

Remote e-Voting period	Remote e-Voting period
Commencement of remote e-Voting period	09:00 AM (IST), Saturday, March 1, 2025
End of remote e-Voting period	05:00 PM IST, Monday, March 3, 2025

If any equity shareholder opts for remote e-Voting, he/she will nevertheless be entitled to attend and participate in discussion at the Meeting, but not to vote again during the Meeting through VC / OAVM. Once the vote on a resolution is cast by the member through remote e- Voting, then, such member shall not be allowed to change his/her vote so cast subsequently or cast the vote again at the Meeting. The voting rights of equity shareholders shall be in proportion to their equity shareholding in the Transferee Company as on the cut-off date on Tuesday, February 25, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for individual shareholders holding securities in Demat mode is given below:

Individual shareholders holding securities in demat mode with NSDL

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with Central Depository Services (India) Limited (“CDSL”)

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e- Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.

Individual Shareholders (holding securities in Demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through depository i.e. NSDL and CDSL.

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Login type	Helpdesk details
Individual shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2109911

• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat .

7. account with NSDL or CDSL) option available on www.evoting.nsdl.com

8. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on . www.evoting.nsdl.com

9. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

10. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

11. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

12. Now, you will have to click on “Login” button.

13. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

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1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for the Members

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to doshikaushal20@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-Voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to companysecretary@lykalabs.com

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1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to companysecretary@lykalabs.com If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

2. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:

1. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-Voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

3. Members who have voted through remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for remote e-Voting.

INSTRUCTIONS TO THE MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “ Join meeting ” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e- Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

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1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.

2. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

3. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at . companysecretary@lykalabs.com The same will be replied by the

company suitably.

1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting. Only questions of the members holding shares as on the cut-off date will be considered.

The equity shareholders are requested to carefully read all the Notes set out herein above and in particular, instructions for joining the Meeting and manner of casting vote through remote e- Voting or e-Voting at the Meeting.

15

BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH

COMPANY APPLICATION NO. CA (CAA) NO.58/AHM/2024

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF LYKA EXPORTS LIMITED WITH LYKA LABS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

LYKA LABS LIMITED,

CIN: L24230GJ1976PLC008738

A company incorporated within the meaning of Section 2(20) under the Companies Act, 2013, having its Registered Office at 4801/B & 4802/A

G.I.D.C Industrial Estate, Ankleshwar, Gujarat 393 002.

......... Applicant 2/ Transferee Company

EXPLANATORY STATEMENT UNDER SECTIONS 230, 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (THE “ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (THE “CAA RULES”)

1. Pursuant to the order dated January 23, 2025 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “ NCLT ”), in Company Application CA (CAA) NO.58/AHM/2024 (hereinafter referred to as the “ NCLT Order ”), a meeting of the equity shareholders of Lyka Labs Limited (the “Company” / “Transferee Company” ) is being convened through Video Conference ( “VC” ) or other audio visual means ( “OAVM” ), on March 4, 2025 at 11:00 A.M. IST, for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation between Lyka Exports Limited ( “Transferor Company” ) and the Transferee Company and their respective shareholders and creditors ( “Scheme” ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ( “Companies Act” ), read with the Companies (Compromises, Arrangements And Amalgamations) Rules, 2016.

A copy of the Scheme is attached herewith and marked as Annexure 1 .

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Capitalised terms not defined herein and used in the Notice and this annexed Explanatory Statement shall have the same meaning as ascribed to them in the Scheme.

2. Background of the Transferor Company and Transferee Company

2.1. Description of the Transferor Company:

• i. Lyka Exports Limited, Transferor Company (having CIN: U51100GJ1992PLC023975 and PAN: AAACL0638A) is an unlisted public limited company incorporated within the meaning of Section 2(20) under the Companies Act, 2013.

• ii. The Registered Office of the Transferor Company is presently situated at Plot No C/4/10/B/2nd Floor Adarsh Industrial Complex, Opp: S B I Ankleshwar, Bharuch 393 002.

• iii. The relevant email address for the Transferor Company is .

• companysecretary@lykalabs.com

• iv. The main object of the Transferor Company are set out in the Memorandum of Association. The same are reproduced as under:

1. To carry on business as buyers, sellers, imports, exports, distributors, stockists, and dealers of all kinds of fabrics, textiles, including decorative and machine-made readymade garments, carpets, durries, mats, rugs, namdas, blankets, shawls, tweeds, linens, flannels beds spreads, quites, scarfs, belts, tapestry and all other articles of silk, cotton, woollen and worsted materials and all sorts of apparels, dressing materials, mixed blended products, nylon, polyester, fibre yarn, hosiery and mixed fabrics, natural silk fabrics and garments and Engineering goods machine tools, hand tools, small tools, metals, alloys, iron pipe fittings, nuts and bolts, bicycles and accessories, automobile parts, steel and stainless and iron products, ores and scraps, metallurgical residues, hides, skins, leather goods, furs, bristles, tobacco (raw and manufactured) hemp, seeds, oils, and cakes, vanaspati, textile, fibre and waste coir and jute and products thereof, wood and timber, bones crushed and uncrushed industrial diamonds, coal and charcoal blue, gums and resins, ivory shellac, manures, pulp or wood, rags, rubber, tanning substances, wax, quartz, crystal, chemicals and chemical preparations, plastic and linoleum articles, glass ware, handicrafts, handloom, toys, liquid gold, precious tones, ornaments jewelleries, pearls, drugs and medicines, soaps, paints, instruments, apparatus and appliances, machinery and mill work and parts thereof, paper and stationery, sport goods, druggets, in dressing materials, cosmetics, wigs, belting, cinematograph films exposed, gramophone records, rubber plastic goods, staron, umbrellas, crown corks, battier, surgical and musical instruments, marble hardware items, traditional calendars, all kinds of books and manuscripts electric and electronic products of all kinds, sanitary-ware and fittings, woollen textiles, natural fibre products, cellulose and cellulosic products/ mixed blended products, fish and fish products, fodder bran, fruits, nuts, cashewnuts, kernels, grains, pulses, flour, confectionery, provisions, alcohol beverages, perfumed spirits, spices and tea, coffee, sugar and molasses, vegetable and vegetable products, processed foods and packed food products.

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• v. The authorised, issued, subscribed and paid-up share capital of the Transferor Company, as on date of meeting of Board of Directors held for approval of the Scheme i.e., on August 05, 2022 and October 11, 2024, was as under:

Particulars	Amount(in Rs.)
Authorized Share Capital:
90,00,000 EquityShares of Rs.10/- each	9,00,00,000
Total	9,00,00,000
Issued, Subscribed and Paid-up Share Capital:
73,95,424 EquityShares of Rs.10/- each	7,39,54,240
Total	7,39,54,240

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Transferor Company.

vi. Details of the promoters / promoters group :

As on the date of issuance of the Notice of this Meeting, the following are the promoters / promoters group of Transferor Company:

Sr. No.	Name	Address
Promoters
1.	Kunal Narendra Gandhi	3-C Ridge Apts, Ridge Road, Malabar Hill, Mumbai-400006.
2.	Nehal Narendra Gandhi	3-C Ridge Apts, Ridge Road, Malabar Hill, Mumbai-400006.
3.	Late Narendra Ishwarlal Gandhi	3-C Ridge Apts, Ridge Road, Malabar Hill, Mumbai-400006.
Promoter Group
4.	Enai Trading & Investment Pvt Ltd	6, Ground Floor, Plot-79, Himalaya House, Ramabai Ambedkar Marg, Crawford Market, Fort,Mumbai-400001.
5.	Lyka Labs Limited	4801 / B & 4802 / A, GIDC Industrial Estate, Ankleshwar-393002,Gujarat.

vii. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the

directors of Transferor Company:

Sr. No.	Name	DIN	Designation and Category	Address
1.	Yogesh Babulal Shah	06396150	Chairman	A 403, Madhav Kunj, M.G Road, Kandivali West, Mumbai- 400067.
2.	Narendra Chimanlal	09719860	Director	503, Hari Om Co-op Hsg Soc Ltd, Sleater Road, New

18

			18
	Rathod			Chikhalwadi, Mumbai-400007.
3.	Dhara Pratik Shah	07530998	Director	32, Jansukh Apartment, Kasturba Road, Kandivali West, Mumbai-400067.

• viii. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferor Company as held in Transferor Company and Transferee Company as on date of this notice:

Sr. No.	Name	Designation and Category	Equity shares held in Transferor Company	Equity shares held in Transferee Company
1.	Mr.Yogesh Babulal Shah	Chairman	160	1,050
2.	Ms.Dhara Pratik Shah	Independent Director	-	1
3.	Mr. Narendra Chimanlal Rathod	Director	-	400
4.	Ms. Geeta Yogesh Shah	Relatives	100	100
5.	Mr. Hetal Narendra Rathod	Relatives	-	1,313

• ix. Details of change of name, registered office and objects of the Transferor Company in the last five years: Not Applicable

2.2. Description of the Transferee Company:

• x. Lyka Labs Limited, Transferee Company (having CIN: L24230GJ1976PLC008738 and PAN: AAACL0820G) is a listed public limited company within the meaning of Section 2(20) under the Company Act, 1956. The Transferee Company’s equity shares are listed on the BSE and the NSE.

• xi. The Registered Office of the Transferee Company is presently situated at 4801/B & 4802/A, G.I.D.C. Industrial Estate, Ankleshwar 393 002.

• xii. The relevant email address for the Transferee Company is .

• companysecretary@lykalabs.com

• xiii. The main object of the Transferee Company are set out in the Memorandum of Association. The same are reproduced as under:

1. To purchase associate with or otherwise acquire the running business as a whole with all the assets including all attendant rights and benefits thereof used and exploited by and in the name of Messers. Lyka Laboratories also known as “LYKA LABS” as a going concern together with the benefit of Tenancy Rights of the said firm's business premises, goodwill, plant, machinery, stock-in-trade, trademarks, trade names, patents

19

designs, import and export quotas, entitlements and licences, and allocations of any nature whatsoever in connection with the said business.

2. To carry on the business of wholesale and retail pharmaceutical chemists and druggists and of the dispensing of medicines.

3. To carry on the business of manufacturing, wholesale and retail chemists and manufacturers and refiners of and dealers (whether by wholesale or retail) in all kinds of drugs, chemicals, acids, salts, alkalis, antibiotics, pharmaceutical, medicinal and chemical preparations.

4. To carry on all or any of the business of manufacturers, buyers, sellers, and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal and medicated preparations, patent medicines, drugs and pharmaceutical, medicinal, preparation, chemists, druggists and chemical manufacturers.

5. To import, export and sell patent medicines, pharmaceutical products, chemicals, surgical and medical instruments, apparatus and appliances.

6. To purchase and sell as agents, patent medicines, pharmaceutical products, chemicals, surgical and medical instruments, apparatus and appliances.

  - _6A.  To carry on business as buyers, sellers, importers, exporters, distributors, stockists and dealers of all kinds of articles, things and goods, fabrics, textiles, including decorative and machine made readymade garments, carpets, mats, rugs, blankets, shawls, tweeds, linens, flannels, bedspreads, quilts, scarf's, belts and all other articles of silk, cotton, woollen and worsted materials and all sorts of apparels, dressing materials, mixed blended products, nylon, polyester, fabric yarn, hosiery and mixed fabrics, natural silk fabrics and garments and engineering goods, building materials cement machine tools, hand tools, small tools, metals, alloys, iron pipe fittings, nuts and bolts, bicycle and accessories, automobile parts, steel and stainless and iron products ores and scrape metallurgical residues, hides, skins, leather goods, furs, bristles, tobacco (raw and manufactured), hemp, seeds, oil and cakes, vanaspati, and waste coir and jute and products thereof, wood and timber, bones crushed and uncrushed industrial diamonds, coal and charcoal, flue gums and resins, ivory, shellac, manures, pulp or woods, rage, rubber, tanning substances, wax, quarts, crystal, plastic and linoleum articles, glassware, handicrafts, handloom, toys, precious stones, ornaments, jewelleries, pearls, soaps paints, instruments, apparatus and appliances, machine and mill work and parts thereof, paper and stationery, sports goods, cosmetics, wigs, belting, cinematograph films exposed, gramophone records, rubber, plastic goods, starch, umbrellas, cork, batteries, musical instruments, marble, hardware items, traditional calendars, all kinds of books, and manuscripts, electric and electronic cellulosic products, mixed blended products, fish and fish products, fodder bran, fruits, nuts, cashew nuts, kernels, grains, pulses, flour, confectionery, provisions, alcohol, beverages, perfumes, spirits, spices, tea, coffee, sugar and molasses, vegetables and vegetable products, processed foods and packed food products._

• xiv. The authorised, issued, subscribed and paid-up share capital of the Transferee Company, as on date of meeting of Board of Directors held for approval of the Scheme i.e., on August 08, 2022, was as under:

Particulars	Amount(in Rs.)
Authorized Share Capital:
4,80,00,000 EquityShares of Rs.10/- each	48,00,00,000
2,00,000 Redeemable Preference Shares of Rs.100/- each	2,00,00,000
Total	50,00,00,000
Issued, Subscribed and Paid-up Share Capital:

20

20
2,86,90,000 EquityShares of Rs.10/- each	28,69,00,000
1,08,570 Redeemable Preference Shares of Rs.100/- each	1,08,57,000
Total	29,77,57,000

After approval of the proposed Scheme by the Board of Directors and until the issuance of notice of this meeting, there has been no change in the authorized capital of the Transferee Company.

However, after approval of the proposed Scheme by the Board of Directors, the Transferee Company has allotted 70,00,000 Equity Shares of face value of Rs.10/each fully paid. Consequently, the paid-up equity share capital of the Transferee Company has increased from Rs.28,69,00,000/- to Rs.35,69,00,000/-

Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company as on June 30, 2024 and October 11, 2024 is as under:

Particulars	Amount(in Rs.)
Authorized Share Capital:
4,80,00,000 EquityShares of Rs.10/- each	48,00,00,000
2,00,000 Redeemable Preference Shares of Rs.100/- each	2,00,00,000
Total	50,00,00,000
Issued, Subscribed and Paid-up Share Capital:
3,56,90,000 EquityShares of Rs.10/- each	35,69,00,000
1,08,570 Redeemable Preference Shares of Rs.100/- each	1,08,57,000
Total	36,77,57,000

xv. Details of the promoters / promoters group :

As on the date of issuance of the Notice of this Meeting, the following are the

promoters/ promoters group of Transferee Company:

Sr. No.	Name	Address
Promoter
1	Kunal Narendra Gandhi	3-C Ridge Apts, Ridge Road Malabar Hill, Mumbai-400006, Maharashtra, India
2	Nehal Narendra Gandhi	3-C Ridge Apts, Ridge Road Malabar Hill, Mumbai-400006, Maharashtra, India
3	Bhawna Godha	1701/02, Oberoi Sky Heights, Lokhandwala Complex, Andheri West, Mumbai-400053, Maharashtra, India
4	Neetu Godha	1701/02, Oberoi Sky Heights, Lokhandwala Complex, Andheri West, Mumbai-400053, Maharashtra, India
5	Usha Premchand Godha	1701/02, Oberoi Sky Heights, Lokhandwala Complex, Andheri West, Mumbai-400053, Maharashtra, India
6	Premchand Godha	1701/02, Oberoi Sky Heights, Lokhandwala Complex, Andheri West, Mumbai-400053,

21

	21
		Maharashtra, India
7	Pranay Godha	1701/02, Oberoi Sky Heights, Lokhandwala Complex, Andheri West, Mumbai-400053, Maharashtra, India
Promoter Group
8	Lyka Generics Limited	6, Ground Floor, Plot-79, Himalaya House, Ramabai Ambedkar Marg, Crawford Market, Fort, Mumbai-400001, Maharashtra, India
9	Ipca Laboratories Limited	48, Kandivli Industrial Estate, Kandivli(w), Mumbai-400067, Maharashtra, India.
10	Enai Trading & Investment Private Limited	6, Ground Floor, Plot-79, Himalaya House, Ramabai Ambedkar Marg, Crawford Market, Fort, Mumbai-400001, Maharashtra, India.

xvi. Details of the directors:

As on the date of issuance of the Notice of this Meeting, the following are the directors of Transferee Com an : p y

Sr. No.	Name	DIN	Designation and Category	Address
1.	Babulal Jain	00016573	Chairman, Independent Director	B-601, Water Ford, C. D. Barfiwala Road (Juhu Lane), Andheri West, Mumbai- 400058,Maharashtra,India
2.	Prashant Premchand Godha	00012759	Director	1701/02, Oberoi Sky Heights, Lokhandwala Complex, Andheri West, Mumbai-400053, Maharashtra,India
3.	Kunal Narendra Gandhi	01516156	Managing Director & CEO	3-C Ridge Apts, Ridge Road Malabar Hill, Mumbai- 400006, Maharashtra, India
4.	Yogesh Babulal Shah	06396150	Executive Director & CFO	A 403, Madhav Kunj, M.G Road, Kandivali West, Mumbai-400067, Maharashtra,India
5.	Shashil Philip Mendonsa	09667654	Director	Flat No. 402, Mangal Kripa Society, Unnat Nagar-2, Goregaon West, Mumbai-400 104, Maharashtra,India.
6.	Dhara Pratik Shah	07530998	Independent Director	32, Jansukh Apartment, Kasturba Road, Kandivali West, Mumbai400067, Maharashtra,India
7	Mr. Neeraj	06566069	Independent	703-704 Shivalik Tower,

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	Golas		Director	Near Thakur Polytechnic, 90Ft. Road, off. Western Express Highway, Kandivali (East), Mumbai 400 101.

xvii. Details of shareholding of directors and key managerial personnel (or their relatives) of Transferee Company as held in Transferor Company and Transferee Company as on date of this notice:

Sr. No.	Name	Designation and Category	Equity shares held in Transferor Company	Equity shares held in Transferee Company
1.	Mr. Kunal Narendra Gandhi	Managing Director & CEO	4,81,140	24,25,000
2.	Ms. Dhara Pratik Shah	Director	-	1
3.	Mr. Yogesh Babulal Shah	Executive Director & CFO	160	1,050
4.	Ms. Nehal N Gandhi	Relatives	4,45,900	23,30,000
5.	Late Narendra I. Gandhi	Relative	8,640	-
6.	Ms. Alisha Kunal Gandhi	Relative	-	20,000
7.	Ms. Geeta Yogesh Shah	Relative	100	100
8.	Mr. Premchand Godha	Relative	-	10,900
9.	Ms. Usha Premchand Godha	Relative	-	10,686
10.	Mr. PranayGodha	Relative	-	3,00,000
11.	Ms. Bhawna Godha	Relative	-	6,000
12.	Ms. Neetu Godha	Relative	-	10,000

xviii. Details of change of name, registered office and objects of the Transferee Company in the last five years: Not Applicable

3. Salient features of the Scheme:

The members of the Company are requested to read the entire text of the Scheme (as annexed hereto) to get fully acquainted with the provision thereof. The salient features of the Scheme are, inter alia , as under:

• i. The Scheme seeks to amalgamate Transferor Company into and with Transferee Company and dissolution without winding up of the Transferor Company pursuant thereto, in terms of the provisions of Sections 230 to Section 232 of the Act and other applicable provisions of the Act. Upon the Scheme becoming effective, and with effect

23

from the Appointed Date (as defined in the Scheme) , the Transferor Company will get amalgamated into and with the Transferee Company and all its assets, liabilities, contracts, employees, licenses, records, approvals etc. being integral parts of the Transferor Company shall stand transferred to and vest in or shall be deemed to have been transferred to and vested in the Transferee Company, as a going concern, without any further act, instrument or deed, together with all its properties, assets, liabilities, rights, benefits and interest therein, subject to the provisions of the Scheme, in accordance with Sections 230 to Section 232 of the Act, the Income-Tax Act, 1961 and the Applicable Laws (as defined in the Scheme) if any, in accordance with the provisions contained herein.

• ii. Upon the Scheme coming into effect, the authorized share capital of the Transferor Company shall be added to that of the Transferee Company and in the Memorandum of Association and Articles of Association it shall be automatically stand enhanced without any further act, instrument or deed on the part of the Transferee Company. The Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13, 14, 61 and 64 of the Act or any other applicable provisions therein, would be required to be separately passed. For this purpose, the filing fees and stamp duty already paid by the Transferor Company on the authorized share capital shall be utilized and applied to the increased share capital of the Transferee Company, and shall be deemed to have been so paid by the Transferee Company on such combined authorized share capital.

• iii. The Transferee Company, subject to the approval of the SEBI, shall issue and allot as per swap ratio based on the valuation report approved by the Merchant Banker to all the equity shareholders of the Transferor Company (other than the Transferee) whose names are registered in the Register of Members of the Transferor Company on the Record Date (as defined in the Scheme) or his/her/its legal heirs, executors or administrators or, as the case may be, successors, equity shares of Rs.10 each, credited as fully paid up of the Transferee Company in the ratio of 23 equity shares of the face value of Rs.10 each of the Transferee Company for every 100 equity shares of the face value of Rs.10 each credited as fully paid-up held on the Record Date by such equity shareholders or their respective legal heirs, executors or administrators or, as the case may be, successors in the Transferor Company with rights attached thereto as mentioned in this Scheme.

• iv. The Transferor Company is a subsidiary of the Transferee Company with 72.8% of its shareholding held by the Transferee Company.

• v. The investment held by the Transferee Company in the share capital of Transferor Company shall stand cancelled on and from the Appointed Date. On the coming into effect of this Scheme, the Transferor Company shall stand dissolved without windingup, and the Board of Directors and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand dissolved.

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• vi. Amongst other accounting treatment, the Scheme contemplates that the difference between the value of respective investments carried in the books of the Transferee Company and the “Net Book Value” of the assets of the respective Transferor Company, shall be treated as goodwill or capital reserve as the case may be, in the books of the Transferee Company, and dealt with in accordance with Ind AS 103 Business Combinations.

4. Rationale and benefits of the Scheme:

The Transferee Company is holding stake directly in the Transferor Company and as the Transferor Company and Transferee Company’s business activities are similar and complement each other, and to achieve inter-alia economies of scale and efficiency, the amalgamation of the Transferor Company is being undertaken. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:

• (a) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value, and will improve the competitive position of the combined entity.

• (b) Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.

• (c) Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.

• (d) Greater access by the amalgamated company to different market segments in the conduct of its business.

• (e) Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.

• (f) Achieving economies of scale.

In view of the aforesaid, the Board of Directors of the Transferor Company and the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Company with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevant provisions of the Act.

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5. Relationship amongst the companies who are parties to the Scheme:

The Transferor Company is a subsidiary of the Transferee Company with 72.8% of its shareholding held by the Transferee Company.

6. Details of approvals and intimations in relation to the Scheme:

• i. Pursuant to the SEBI Circulars read with Regulation 37 of the SEBI Listing Regulations, the Transferee Company had filed necessary applications before the BSE and the NSE seeking their no-objection to the Scheme. The Transferee Company has received the observation letter from the BSE and the NSE, both letters dated August 02, 2023 (the ‘ Observation Letters ’) conveying their no-objection to the Scheme. Copy of the aforesaid Observation Letters are enclosed herewith.

• ii. The Scheme along with related documents was hosted on the website of the Transferee Company, the BSE and the NSE and was open for complaints / comments. The Transferee Company did not receive any complaint / comment and accordingly a Nil Complaint report was filed with the BSE and the NSE. Further, as on the date of filing the Company Scheme Application, the Transferee Company has not received any complaints.

• iii. The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

• iv. The Board of Directors of the Transferor Company at their meeting held on August 05, 2022 approved the Scheme of Amalgamation. Details of Directors of the Transferor Company who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors of Transferor Company are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote or participate on such resolution
1.	Kunal Narendra Gandhi	Voted in favour
2.	Piyush Girishchandra Hindia	Voted in favour
3.	Dhara Pratik Shah	Voted in favour

• v. The Board of Directors of the Transferee Company at their meeting held on August 08, 2022 approved the Scheme of Amalgamation. Details of the Directors of Transferee Company who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors of Transferee Company are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote or participate on such resolution
1.	Babu LalJain	Voted in favour
2.	Prashant Premchand Godha	Voted in favour
3.	Kunal Narendra Gandhi	Voted in favour
4.	Yogesh Babulal Shah	Voted in favour
5.	Shashil PhilipMendonsa	Voted in favour

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6.	Dhara Pratik Shah	Voted in favour
7.	SandeepPadmakant Parikh	Voted in favour

• vi. The Board of Directors of the Transferor Company at their meeting held on October 11, 2024 approved the amended Scheme of Amalgamation. Details of Directors of the Transferor Company who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors of Transferor Company are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote or participate on such resolution
1.	Yogesh Babulal Shah	Voted in favour
2.	Dhara Pratik Shah	Voted in favour
3.	Narendra Chimanlal Rathod	Voted in favour

• vii. The Board of Directors of the Transferee Company at their meeting held on October 11, 2024 approved the amended Scheme of Amalgamation. Details of the Directors of Transferee Company who were present at the meeting and voted in favour/ against/ did not vote or participate in the resolution of the meeting of the Board of Directors of Transferee Company are as below:

Sr. No.	Name of Directors	Voted in favour/ against / did not vote or participate on such resolution
1.	Babu LalJain	Voted in favour
2.	Prashant Premchand Godha	Voted in favour
3.	Kunal Narendra Gandhi	Voted in favour
4.	Yogesh Babulal Shah	Voted in favour
5.	Shashil PhilipMendonsa	Voted in favour
6.	Dhara Pratik Shah	Voted in favour
7.	NeerajGolas	Voted in favour

7. Appointed date and effective date:

• i. Appointed Date , as referred in the Scheme, means April 01, 2022, or such other date as may be approved by the NCLT.

• ii. Effective Date , as referred in the Scheme, means the last of the dates on which the certified or authenticated copies of the orders of the National Company Law Tribunal sanctioning the Scheme are filed with the respective Registrar of Company by the Transferor Company and by the Transferee Company.

• iii. The Scheme shall be operative from the Effective Date, and effective from the Appointed Date, any references in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” shall mean the Effective Date.

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8. Effect of the Scheme on various stakeholders:

• 8.1. The effect of the Scheme on various stakeholders of the Transferor Company is summarised below:

Sr. No.	Category	Effect of the Scheme
1.	Shareholders	There is no adverse effect of the Scheme on the Shareholders of the Transferor Company. Pursuant to this Scheme, as part of the consideration for amalgamation, the Transferee Company will issue and allot 23 (Twenty Three) equity shares of the Transferee Company of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the Transferor Company of the face value of Rs.10/- (Rupees Ten Only) each fully paid up to the registered equity shareholders of the Transferor Company. The Equity Shares which will be issued and allotted by the Transferee Company in terms of this Scheme shall rank_pari-passu_in all respects with the existing equity shares of the the Transferee Company, including in respect of dividends, if any, that may be declared by the the Transferee Company, on or after the Effective Date.
2.	Promoters / Promoters Group	There is no adverse effect of the Scheme on the Promoter / Promoters Group Shareholders of the Transferor Company as the Promoters of the Transferor Company and the Transferee Company are same.
3.	Non-Promoter Shareholders	There is no adverse effect of the Scheme on the Non- Promoter Shareholders of the Transferor Company.
4.	Key Managerial Personnel (KMP) (other than Directors)	There is no adverse effect of the Scheme on the KMP’s of the Transferor Company.
5.	Directors	There is no adverse effect of the Scheme on the Directors of the Transferor Company.
6.	Creditors	There is no adverse effect of the Scheme on the Creditors of the Transferor Company.
7.	Employees of the Company	There is no adverse effect of the Scheme on the Employees of the Transferor Company.

8.2. The effect of the Scheme on various stakeholders of the Transferee Company is summarised below:

	Sr. No.	Category	Effect of the Scheme

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1.	Shareholders	There is no adverse effect of the Scheme on the Shareholders of the Transferor Company. Pursuant to this Scheme, as part of the consideration for amalgamation, the Transferee Company will issue and allot 23 (Twenty Three) equity shares of the Transferee Company of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the Transferor Company of the face value of Rs.10/- (Rupees Ten Only) each fully paid up to the registered equity shareholders of the Transferor Company. The Equity Shares which will be issued and allotted by the Transferee Company in terms of this Scheme shall rank_pari-passu_in all respects with the existing equity shares of the the Transferee Company, including in respect of dividends, if any, that may be declared by the the Transferee Company, on or after the Effective Date.
2.	Promoters	There is no adverse effect of the Scheme on the Promoter Shareholders of the Transferee Company as the Promoters of the Transferor Company and the Transferee Companyare same.
3.	Non-Promoter Shareholders	There is no adverse effect of the Scheme on the Non- Promoter Shareholders of the Transferee Company.
4.	Key Managerial Personnel (KMP) (other than Directors)	There is no adverse effect of the Scheme on the KMP’s of the Transferee Company.
5.	Directors	There is no adverse effect of the Scheme on the Directors of the Transferee Company.
6.	Creditors	There is no adverse effect of the Scheme on the Creditors of the Transferee Company.
7.	Employees of the Company	There is no adverse effect of the Scheme on the Employees of the Transferee Company.

• 8.3. Synergies of Business of the Companies involved in the Scheme:

The background and information of the Transferor Company and the Transferee Company is, inter-alia, as under:

• a) The Transferee Company is engaged in the business of manufacturing and marketing of pharmaceutical products.

• b) The Transferor Company is in the field of marketing and distribution of Generic Pharmaceutical Formulations pan India & across various segments.

• c) Both the companies are majorly into same line of business. Upon amalgamation, the benefits and synergies as mentioned in Para 2 (I) above shall be derived.

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• 8.4. Impact of the Scheme on the Shareholders of the Company:

• a) In consideration for the amalgamation of the Transferor Company with the Transferee Company, the shareholders of the Transferor Company as on the Record Date (as defined in the Scheme) shall receive equity shares of the Transferee Company.

• b) The share entitlement ratio determined by the Registered Valuers is fair to the shareholders of the Company.

• c) Further, there will be no change in the economic interest of the shareholders of the Company, before and after Scheme.

• d) After the effectiveness of the Scheme and subject to receipt of regulatory and other approvals, the equity shares of the Transferee Company issued as consideration pursuant to the Scheme, shall be listed on BSE and the NSE.

• 8.5. Cost Benefit Analysis of the Scheme:

Although the Scheme would lead to incurring of some costs towards its implementation, however, the benefits of the Scheme over a longer period would far outweigh such costs for the stakeholders of the Company.

• 8.6. Impact of the scheme on the revenue generating capacity of the Transferee Company:

• The management of the Transferor Company has clarified that its revenue model is monthly fixed amount with escalation clause year on year basis or fixed percentage of sales made by distributor whichever is higher. The management of the Transferor Company expects the growth in sales of distributor in future, which would increase the revenue every year. According to the scheme's clauses, all the profits or income accruing or arising to the Transferor Company for all purposes, be treated and be deemed to be and accrue as the profits or income or as the case may be of the Transferee Company and therefore it is expected to enhance the revenue-generating capacity of the Transferee Company.

• 8.7. Value of Assets of the Transferor Company that are being transferred to the Transferee Company as on June 30, 2024:

Sr. No.	Particulars	Amount (in Lakhs)
1.	Property, Plant & Equipment	0.83
2.	Intangible Assets	90.33
3.	Investment	7.13
4.	Other Financial Assets	0.45
5.	Non-Current Tax Assets	3.70
6.	Trade Receivables	-

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7.	Cash and Cash Equivalents	17.67
8.	Loans	374.74
9.	Other Current Assets	-
10.	Current tax Assets	4.62
	Total	499.48

• 8.8. Value of Liabilities of the Transferor Company that are being transferred to the Transferee Company as on June 30, 2024:

Sr. No.	Particulars	Amount (in Lakhs)
1.	Non-Current Borrowings	-
2.	Other Financial Liabilities	-
3.	Non-Current Provisions	6.56
4.	Deferred Tax Liabilities	13.11
5.	Current Borrowings	-
6.	Other Financial Liabilities	23.56
7.	Other Current Liabilities	0.66
8.	Current Provisions	1.28
	Total	45.17

9. Interest of Directors, Key Managerial Personnels (KMPs), their relatives:

None of the Directors, KMPs (as defined under the Act and the Rules framed thereunder) of the Transferor Company and Transferee Company and their respective relatives (as defined under the Act and the Rules framed thereunder) have any interest (financial or otherwise) in the Scheme except to the extent of their directorship, shareholding, if any, in the Transferor Company and/or the Transferee Company (as applicable).

10. Shareholding pattern (pre and post amalgamation) and expected capital structure:

• 10.1. Shareholding pattern of the Transferor Company (pre-amalgamation) Pre-amalgamation shareholding pattern of the Transferor Company as on December 31, 2024 is being enclosed as Annexure 13 .

• 10.2. Shareholding pattern of the Transferor Company (post-amalgamation) Upon the Scheme becoming effective, the Transferor Company would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor Company.

• 10.3. Expected capital structure of the Transferor Company (post-amalgamation) Upon the Scheme becoming effective, the Transferor Company would stand dissolved. Therefore, the post-amalgamation capital structure has not been provided for Transferor Company.

• 10.4. Shareholding pattern of the Transferee Company (pre-amalgamation) and (postamalgamation)

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Pre-amalgamation as on December 31, 2024 and Post-amalgamation shareholding pattern of the Transferee Company is being enclosed as Annexure 14

10.5. Expected capital structure of the Transferee Company (post-amalgamation)

Particulars	Amount(in Rs.)
Authorized Share Capital:
5,70,00,000 EquityShares of Rs.10/- each	57,00,00,000
2,00,000 Redeemable Preference Shares of Rs.100/- each	2,00,00,000
Total	59,00,00,000
Issued, Subscribed and Paid-up Share Capital:
3,56,90,000 EquityShares of Rs.10/- each	35,69,00,000
1,08,570 Redeemable Preference Shares of Rs.100/- each	1,08,57,000
Total	36,77,57,000

11. Valuation and accounting treatment:

• i. Copy of Valuation Report on Share Entitlement Ratio obtained from Mr. Bhavesh M. Rathod, Registered Valuer - SFA having registration no. IBBI/RV/06/2019/10708 is enclosed as Annexure 10 .

• ii. Copy of Fairness Opinion on Valuation Report obtained on Share Entitlement Ratio issued by Kunvarji Finstock Private Limited, SEBI registered Merchant Banking Registration Number – INM000012564 is enclosed as Annexure 11 .

• iii. The respective Statutory Auditors of each of the companies have issued certificates to the effect that the accounting treatment as prescribed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act.

• iv. The aforesaid valuation report(s), fairness opinion(s) and certificate of the Statutory Auditors of the respective companies with respect to Section 133 of the Act are available for inspection at the respective registered office of the Transferor Company and Transferee Company, as per the inspection details referred in this Explanatory Statement.

12. Amount due to secured creditors and unsecured creditors:

• 12.1. As per the books of accounts of Transferor Company:

• a) As on June 30, 2024, there are no secured creditor in the Transferor Company.

• b) As on June 30, 2024, there are 9 unsecured creditors in the Transferor Company, having an outstanding balance of Rs.6,73,626/-.

• 12.2. As per the books of accounts of Transferee Company:

• a) As on June 30, 2024, there are 3 secured creditors in the Transferee Company, having an outstanding balance of Rs.17,39,86,563/-.

• b) As on June 30, 2024, there are 332 unsecured creditors in the Transferee Company, having an outstanding balance of Rs.23,55,28,873/-.

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13. Documents available for inspection:

• 13.1. The following documents along with the documents as referred in this Notice will be available for inspection by the equity shareholders of the Company electronically (without any fee) on the website of the Company at www.lykalabs.com and at its Registered Office at 4801/B & 4802/A G.I.D.C Industrial Estate, Ankleshwar-393002, Gujarat, India between 10:00 A.M. to 05:00 P.M. on any working day from the date of circulation of this Notice up to the date of the Meeting and anytime during the Meeting:

• i. Latest audited financial statements of the Transferor Company for the financial year ended on March 31, 2024 as certified by the Statutory Auditors of the Transferor Company along with, the annual report of the Transferor Company for the said financial year.

• ii. Latest (standalone and consolidated) audited financial statements of the Transferee Company for the financial year ended on March 31, 2024 as certified by the Statutory Auditors of the Transferee Company along with, the annual report of the Transferee Company for the said financial year.

• iii. Copy of the order of the NCLT dated January 23, 2025, in pursuance of which the Meeting is scheduled to be convened.

• iv. Copy of Scheme of Amalgamation.

• v. Copy of Memorandum of Association and Articles of Association of the Transferor Company and the Transferee Company.

• vi. Copy of Register of Shareholding of Directors and Key Managerial Personnel of the Transferor Company and the Transferee Company.

• vii. Copy of Valuation Report on Share Entitlement Ratio obtained from Mr. Bhavesh M. Rathod, Registered Valuer - SFA having registration no. IBBI/RV/06/2019/10708.

• viii. Copy of Fairness Opinion on Valuation Report obtained on Share Entitlement Ratio issued by Kunvarji Finstock Private Limited, SEBI registered Merchant Banking Registration Number – INM000012564

• ix. Copies of Certificate dated December 28, 2022 issued by M/s. D. Kothary & Co., Chartered Accountants, statutory auditors of the Transferor Company and the Certificate dated December 28, 2022 issued by M/s. D. Kothary & Co., Chartered Accountants, statutory auditors of the Transferee Company, stating that the accounting treatment proposed in the Scheme by is in compliance with and in conformity with the Accounting Standards prescribed under Section 133 of the Act.

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• x. Copies of reports of Board of Directors of the Transferor Company and the Transferee Company under Section 232(2)(c) of the Act, inter-alia , explaining the effect of the Scheme on each class of shareholders, KMPs, promoters and nonpromoter shareholders, and employees.

• xi. Copies of reports of the Committee of Independent Directors of the Transferor Company and Transferee Company recommending the Scheme to the Board.

• xii. Copies of reports of the Audit Committee(s) of Transferor Company and Transferee Company recommending the Scheme to the Board.

• xiii. Certificate on adequacy and accuracy of disclosure of information in Abridged Prospectus of Lyka Exports Limited and Abridged Prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 including applicable information pertaining to Lyka Exports Limited.

• xiv. Copies of no adverse observations/ Objection Letters dated August 02, 2023 issued by the BSE Limited and National Stock Exchange of India Limited to the Transferee Company for filing of the Scheme before the NCLT.

• xv. Copies of “NIL” complaint reports filed by the Transferee Company with the BSE Limited and the National Stock Exchange of India Limited.

• xvi. Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferor Company and Transferee Company, their respective promoters and directors.

• 13.2. The equity shareholders shall be entitled to obtain the extracts from or making or obtaining copies of the documents listed in item numbers (i) to (iv) and (xii) above.

• 13.3. The equity shareholders seeking any information with regard to the Scheme or any other matter related to the Scheme, are requested to write to the Company at least seven before the date of the e-mail on days Meeting through

• companysecretary@lykalabs.com and the same will be replied to by the Company, suitably. Copies of the Scheme and the explanatory statement can be obtained free of charge within 1 (one) working day on a requisition being so made for the same by any person entitled to attend the Meeting at the Registered Office of the Company.

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Annexure-1

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Annexure-2

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Rationale of the Scheme:

The Transferee Company is holding stake directly in the Transferor Company and as the Transferor Company and Transferee Company’s business activities are similar and complement each other, and to achieve inter-alia economies of scale and efficiency, the amalgamation of the Transferor Company is being undertaken. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:

• (a) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value, and will improve the competitive position of the combined entity.

• (b) Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.

• (c) Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.

• (d) Greater access by the amalgamated company to different market segments in the conduct of its business.

• (e) Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.

• (f) Achieving economies of scale.

In view of the aforesaid, the Board of Directors of the Transferor Company and the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Company with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevant provisions of the Act.

Valuation

As per the Valuation Report dated August 06, 2022 issued by Mr. Bhavesh M. Rathod, (Registered Valuer- Securities or Financial Assets) has determined the Share Exchange Ratio as 23 (Twenty Three) equity shares of the LLL of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the LEL of the face

68

value of Rs.10/- (Rupees Ten Only) each fully paid to the registered fully paid-up equity shareholders of the LEL.

Upon sanction of the said Scheme by the NCLT and upon the Scheme becoming effective, without any further act or deed on the part of LLL, LLL will, in consideration of transfer and vesting of LEL into LLL in terms of this Scheme, issue and allot in aggregate 4,62,709 (Four Lakhs Sixty Two Thousand Seven Hundred and Nine) Equity Shares of Rs.10/each (the “New Shares”) to the registered fully paid-up equity shareholders of LEL in the ratio of 23 (Twenty Three) equity shares of the LLL of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the LEL of the face value of Rs.10/- (Rupees Ten Only) each fully paid to the registered fully paid-up equity shareholders of the LEL (“New Shares Entitlement Ratio”).

Effect of the Scheme on Equity Shareholders (promoter shareholders and non-promoter shareholders), employees and KMPs of the Company:

Disclosure about the effect of the Scheme on the following persons:

Sr. No.	Category	Effect of the Scheme
1.	Shareholders	There is no adverse effect of the Scheme on the Shareholders of the Transferor Company. Pursuant to this Scheme, as part of the consideration for amalgamation, the Transferee Company will issue and allot 23 (Twenty Three) equity shares of the Transferee Company of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the Transferor Company of the face value of Rs.10/- (Rupees Ten Only) each fully paid to the registered fully paid-up equity shareholders of the Transferor Company. The Equity Shares which will be issued and allotted by the Transferee Company in terms of this Scheme shall rank pari-passu in all respects with the existing equity shares of the the Transferee Company, including in respect of dividends, if any, that may be declared by the the Transferee Company, on or after the Effective Date.
2.	Promoters	There is no adverse effect of the Scheme on the Promoter Shareholders of the Transferor Company as the Promoters of the Transferor Companyand the Transferee Companyare same.

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3.	Non-Promoter Shareholders	There is no adverse effect of the Scheme on the Non-Promoter Shareholders of the Transferor Company.
4.	Key Managerial Personnel (KMP) (other than Directors)	There is no adverse effect of the Scheme on the KMP’s of the Transferor Company.
5.	Directors	There is no adverse effect of the Scheme on the Directors of the Transferor Company.
6.	Creditors	There is no adverse effect of the Scheme on the Directors of the Transferor Company.
7.	Employees of the Company	There is no adverse effect of the Scheme on the Directors of the Transferor Company.

Adoption of the Report by the Directors

The Board has adopted this Report after noting and considering the information set forth in this Report. The Board or any fully authorized committee by the Board is entitled to make relevant modifications to this Report, if required, and such modifications or amendments shall be deemed to form part of this Report.

For Lyka Exports Limited

Sd/- Kunal N. Gandhi Director DIN: 01516156

Place: Mumbai Date: August 05, 2022

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• vi. Report of the Independent Directors Committee dated August 08, 2022 recommending the Scheme to the Board for approval.

Rationale of the Scheme:

The Transferee Company is holding stake directly in the Transferor Company and as the Transferor Company and Transferee Company’s business activities are similar and complement each other, and to achieve inter-alia economies of scale and efficiency, the amalgamation of the Transferor Company is being undertaken. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:

• (a) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value, and will improve the competitive position of the combined entity.

• (b) Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.

• (c) Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.

• (d) Greater access by the amalgamated company to different market segments in the conduct of its business.

• (e) Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.

• (f) Achieving economies of scale.

In view of the aforesaid, the Board of Directors of the Transferor Company and the Transferee Company have considered and proposed the amalgamation of the entire undertaking and business of the Transferor Company with the Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Company with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevant provisions of the Act.

Valuation

As per the Valuation Report dated August 06, 2022 issued by Mr. Bhavesh M. Rathod, (Registered Valuer- Securities or Financial Assets) has determined the Share Exchange Ratio as 23 (Twenty Three) equity shares of the LLL of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the LEL of the face

72

value of Rs.10/- (Rupees Ten Only) each fully paid to the registered fully paid-up equity shareholders of the LEL.

Upon sanction of the said Scheme by the NCLT and upon the Scheme becoming effective, without any further act or deed on the part of LLL, LLL will, in consideration of transfer and vesting of LEL into LLL in terms of this Scheme, issue and allot in aggregate 4,62,709 (Four Lakhs Sixty Two Thousand Seven Hundred and Nine) Equity Shares of Rs.10/each (the “New Shares”) to the registered fully paid-up equity shareholders of LEL in the ratio of 23 (Twenty Three) equity shares of the LLL of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the LEL of the face value of Rs.10/- (Rupees Ten Only) each fully paid to the registered fully paid-up equity shareholders of the LEL (“New Shares Entitlement Ratio”).

Effect of the Scheme on Equity Shareholders (promoter shareholders and non-promoter shareholders), employees and KMPs of the Company:

Disclosure about the effect of the Scheme on the following persons:

Sr. No.	Category	Effect of the Scheme
1.	Shareholders	There is no adverse effect of the Scheme on the Shareholders of the Transferor Company. Pursuant to this Scheme, as part of the consideration for amalgamation, the Transferee Company will issue and allot 23 (Twenty Three) equity shares of the Transferee Company of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the Transferor Company of the face value of Rs.10/- (Rupees Ten Only) each fully paid to the registered fully paid-up equity shareholders of the Transferor Company. The Equity Shares which will be issued and allotted by the Transferee Company in terms of this Scheme shall rank pari-passu in all respects with the existing equity shares of the the Transferee Company, including in respect of dividends, if any, that may be declared by the the Transferee Company, on or after the Effective Date.
2.	Promoters	There is no adverse effect of the Scheme on the Promoter Shareholders of the Transferor Company as the Promoters of the Transferor Companyand the Transferee Companyare same.
3.	Non-Promoter Shareholders	There is no adverse effect of the Scheme on the Non-Promoter Shareholders of the Transferee Company.

73

4.	Key Managerial Personnel (KMP) (other than Directors)	There is no adverse effect of the Scheme on the KMP’s of the Transferee Company.
5.	Directors	There is no adverse effect of the Scheme on the Directors of the Transferee Company.
6.	Creditors	There is no adverse effect of the Scheme on the Creditors of the Transferee Company.
7.	Employees of the Company	There is no adverse effect of the Scheme on the Employees of the Transferee Company.

Adoption of the Report by the Directors

The Board has adopted this Report after noting and considering the information set forth in this Report. The Board or any fully authorized committee by the Board is entitled to make relevant modifications to this Report, if required, and such modifications or amendments shall be deemed to form part of this Report.

For Lyka Labs Limited

Sd/- Yogesh B. Shah Executive Director & CFO DIN: 06396150

Place: Mumbai Date: August 08, 2022

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Annexure-6

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Annexure-6

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Annexure-8

Annexure 8

Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferor Company, its Promoters and its Directors

A. Against the Transferor Company (i.e., against Lyka Exports Limited :

S. No.	Case Number	Category of Case	Court/ Tribunal/ Forum	Date of Case Filing	Name of Plaintiff/ Petitioner/ Complaina nt/ Applicant	Name of Respond ent/ Defenda nt	Brief Description/ Facts of the Case/ status
1.	Nil	Nil	Nil	Nil	Nil	Nil	Nil
2.

B. Against the Promoters of the Transferor Company

S. No.	Case Number	Category of Case	Court/ Tribunal/ Forum	Date of Case Filing	Name of Plaintiff/ Petitioner/ Complainant/ Applicant	Brief Description/ Facts of the Case/ status
1.	Nil	Nil	Nil	Nil	Nil	Nil

C. Against the Directors of the Transferor Company

S. No.	Case Number	Category of Case	Court/ Tribunal/ Forum	Date of Case Filing	Name of Plaintiff/ Petitioner/ Complainant/ Applicant	Brief Description/ Facts of the Case/ status
1.	Nil	Nil	Nil	Nil	Nil	Nil

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Annexure 9

Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferee Company, its Promoters and its Directors

A. Against the Transferee Company (i.e., against Lyka Labs Limited)

==> picture [522 x 538] intentionally omitted <==

----- Start of picture text -----

S. Case Catego Court/ Date Name of Name of Brief Description/
N Numb ry of Tribunal/ of Plaintiff/ Respond Facts of the Case/
o. er Case Forum Case Petitioner/ ent/ status
Filing Complaina Defenda
nt/ nt
Applicant
1. Summo Summo Addl. Chief M/s. Lyka M/s Khushbu Impex
ns case ns case Metropolita Khushbu Labs (Mr. Bhupesh Shah)
SS/5604 n Impex Limited have filed Criminal
37/2021 Magistrate, Complaints under
Mazgaon, section 138 of negotiable
Mumbai Instrument Act before
magistrate court. the
matter is pending for
trail before MM Court
Mazagaon. The
company has already
paid all dues to M/s
Khushbu Impex vice
versa company has to
recover amount from
M/s. Khushbu Impex.
LYKA has filed
commercial suit against
the M/s Khushbu
Impex & its family
members & it is pending
before Bombay High
Court.
Disputed amount is Rs.
4,99,85,664/-
2. Comm Comm City Civil 28.02.2 Bina Vinay Lyka Bina Shah had filed
ercial ercial Court 022 Shah Labs Commercial
Summ Summ Limited Summary Suit against
ary ary Lyka Labs & Ors.
Suit Suit Claim amount is Rs.
No. 29,60,726/- ( Principal
----- End of picture text -----

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	201 of 2022						Amount Rs. 22,00,000/- + 7,60,726/- Interest Amount). Case Status is on Framingof Issues
3.	Comm ercial Summ ary Suit no 118/20 23	Comm ercial Summ ary Suit	City Civil Court	14/12/ 2022	M/s. Vinay Internationa l	Lyka Labs Limited	M/s. Vinay International filed Commercial for Claim amount 23,75,236/- Case Status for Framingof Issues
4	Summ ons case SS/560 2164/2 020	Summ ons case	Addl. Chief Metropolita n Magistrate, Mazgaon, Mumbai	18-03- 2020	Bhupesh Sevantilal Shah	Lyka labs limited	Mr. Bhupesh Shah & his other family members have filed Criminal Complaints under section 138 of negotiable Instrument Act before magistrate court. the matter is pending for trail before MM Court Mazagaon . The company has paid dues of Mr. Bhupesh Shah & his other family members to M/s. Khushbu Impex (Their Family Business). Amount 7162509
5	Summ ons case SS/560 2163/2 020	Summ ons case	Addl. Chief Metropolita n Magistrate, Mazgaon, Mumbai	18-03- 2020	Bina Vinay Shah	Lyka labs limited	Mr. Bhupesh Shah & his other family members have filed Criminal Complaints under section 138 of negotiable Instrument Act before magistrate court. the matter is pending for trail before MM Court Mazagaon . The company has paid dues of Mr. Bhupesh Shah & his other family

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							members to M/s. Khushbu Impex (Their Family Business).
6	Summ ons case SS/560 2162/2 020	Summ ons case	Addl. Chief Metropolita n Magistrate, Mazgaon, Mumbai	18-03- 2020	Bhupesh Sevantilal Shah	Lyka labs limited	Mr. Bhupesh Shah & his other family members have filed Criminal Complaints under section 138 of negotiable Instrument Act before magistrate court. the matter is pending for trail before MM Court Mazagaon . The company has paid dues of Mr. Bhupesh Shah & his other family members to M/s. Khushbu Impex (Their Family Business).
7	Comm ercial Suit No. 40 of 2023	Comm ercial Suit	Bombay High Court	02.06.2 022	Khushbu Impex	Lyka Labs Limited	Khushbu Impex has filed the suit for recovering Claim Amount 8,74,25,901.12 together with further interest thereon @24% on amount of 4,78,24,846. LYKA has filed commercial suit against the M/s Khushbu Impex & its family members & it is pending before Bombay High Court. Case Status: The Matter is transferred to City Civil Court Mazgaon Comm Suit No. 101042 of 2024

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B. Against the Promoters of the Transferee Company

B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company	B. Against the Promoters of the Transferee Company
S . N o. Case Numbe r Categ ory of Case Court/ Tribuna l/ Forum Date of Case Filin g Name of Plaintiff/ Petitioner/ Complainant / Applicant Name of Responde nt/ Defendant Brief Description/ Facts of the Case/ status
1. Comme rcial Summar y Suit No. 201 of 2022 Com merci al Sum mary Suit City Civil Court 28.08. 2022 Bina Vinay Shah Kunal Gandhi Bina Shah had filed Commercial Summary Suit against Lyka Labs & Ors. Claim amount is Rs. 29,60,726/- ( Principal Amount Rs. 22,00,000/- + 7,60,726/- Interest Amount). Case Status is on Framingof Issues
2.	Comme rcial Summar y Suit no 118/202 3	Com merci al Sum mary Suit	City Civil Court	14/12 /2022	M/s. Vinay International	Kunal Gandhi	M/s. Vinay International filed Commercial for Claim amount 23,75,236/- Case Status for Framingof Issues

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C. Against the Directors of the Transferee Company

S. No .	Case Number	Category of Case	Cour t/ Trib unal/ Foru m	Date of Case Filin g	Name of Plaintiff/ Petitione r/ Complai nant/ Applican t	Name of Responde nt/ Defendant	Brief Description/ Facts of the Case/ status
1.	Commerci al Summary Suit No. 201 of 2022	Commerci al Summary Suit	City Civil Cour t	28.08. 2022	Bina Vinay Shah	Yogesh Babulal Shah	Case Status is on Framing of Issues
2.	Commerci al Summary Suit no 118/2023	Commerci al Summary Suit	City Civil Cour t	14/12 /2022	M/s. Vinay Internatio nal	Yogesh Babulal Shah	M/s. Vinay International filed Commercial for Claim amount 23,75,236/- Case Status for Framingof Issues

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158 ABRIDGED PROSPECTUS

This is an abridged prospectus containing the information pertaining to the unlisted company, Lyka Exports Limited (“LEL”), involved in the Scheme of Amalgamation of Lyka Exports Limited (the “Transferor Company” or the “Company”) with Lyka Labs Limited (the “Transferee Company” or “LLL”) and their respective shareholders (“Scheme of Amalgamation”), in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 4, 2022 in accordance with SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023. This abridged prospectus should be read together with the Scheme of Amalgamation.

THIS ABRIDGED PROSPECTUS CONTAINS 08 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

You may download the Scheme of Amalgamation from the website of Lyka Labs Limited and the stock exchanges where the equity shares of Lyka Labs Limited are listed i.e. www.nseindia.com and www.bseindia.com.

(Capitalised terms not defined herein shall have the meanings ascribed to them under the Scheme of Amalgamation)

LYKA EXPORTS LIMITED

CIN: U51100GJ1992PLC023975, Date of Incorporation: December 04, 1992

Registered Office	Corporate Office	Contact person	E-mail and Telephone	Website
Plot No C/ 4/ 10/ B/ 2nd Floor Adarsh Industrial Complex Opp: S B I Ankleshwaer, Bharuch393 002.	_	Yogesh B. Shah Chairman	companysecretary@lykalabs.com Telephone: 022 -6611 2200	N.A.

NAME OF PROMOTERS OF TRANSFEROR COMPANY

1. Mr. Kunal Narendra Gandhi (Promoter)

2. Mrs. Nehal Narendra Gandhi (Promoter)

3. Late Mr. Narendra Ishwarlal Gandhi (Promoter)

4. Lyka Labs Limited (Promoter Group)

5. Enai Trading & Investment Pvt. Ltd. (Promoter Group)

		DETAILS OF OFFER TO PUBLIC	DETAILS OF OFFER TO PUBLIC	DETAILS OF OFFER TO PUBLIC
Type of Issue (Fresh/ OFS/ Fresh & OFS)	Fresh Issue Size (by no. of shares or by amount in Rs.)	OFS Size (by no. of shares or by amount in Rs.)	Total Issue Size (by no. of shares or by amount in Rs.)	Issue Under 6(1)/ 6(2)	Share Reservation
					QIB	NII	RII
		Not applicable

OFS: Offer for Sale

DETAILS OF THE SCHEME OF AMALGAMATION AND LISTING DETAILS OF THE SCHEME OF AMALGAMATION

Scheme of Amalgamation of Lyka Exports Limited (the “Transferor Company”) with Lyka Labs Limited (the “Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the “Act”) (hereinafter referred to as the “Scheme” / “Scheme of Amalgamation”) is proposed.

The Scheme provides for (i) amalgamation of the Transferor Company with the Transferee Company; (ii) cancellation of equity shares of Transferor Company to the extent held by Transferee Company; and (iii) allotment of equity shares of the Transferee Company to the shareholders of the Transferor Company in the proportion of equity shares held by them in the Transferor Company.

The Appointed Date of the Scheme means April 01, 2022, or such other date as may be approved by the Hon’ble NCLT. The Effective Date of the Scheme means the last of the dates on which the certified or authenticated copies

159 ABRIDGED PROSPECTUS

of the orders of the National Company Law Tribunal sanctioning the Scheme are filed with the respective Registrar of Company by the Transferor Company and by the Transferee Company.

The Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date.

Rationale for the Scheme:

The Transferee Company is holding stake directly in the Transferor Company and as the Transferor Company and Transferee Company’s business activities are similar and complement each other, and to achieve inter-alia economies of scale and efficiency, the amalgamation of the Transferor Company is being undertaken. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:

• (a) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value, and will improve the competitive position of the combined entity.

• (b) Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.

• (c) Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.

• (d) Greater access by the amalgamated company to different market segments in the conduct of its business.

• (e) Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.

(f) Achieving economies of scale. Consideration for the amalgamation of the Transferor Company under the Scheme: In consideration for the amalgamation of the Transferor Company, the Transferee Company shall issue and allot its equity shares on proportionate basis to shareholders of the Transferor Company as on the Effective Date, in the manner given below:

“23 (Twenty Three) equity shares of the Transferee Company of the face value of Rs.10 (Rupees Ten Only) each fully paid up for every 100 (Hundred) equity shares of the Transferor Company of the face value of Rs.10/- (Rupees Ten Only) each fully paid up to the registered equity shareholders of the Transferor Company.”

Further, upon the Scheme of Amalgamation becoming effective, all equity shares held by the Transferee Company in the share capital of the Transferor Company (held either directly or through its nominees) shall stand cancelled. LISTING

The equity shares of the Transferor Company are not listed on any recognised stock exchanges. The equity shares of the Transferee Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

The equity shares of the Transferee Company, issued as consideration to the shareholders of the Transferor Company, are proposed to be listed on BSE and NSE.

160 ABRIDGED PROSPECTUS

Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto a maximum of 10 selling shareholders)

Name	Type	No of Shares	WACA	in	Name	Type	No. of Shares	WACA
		offered/	₹	per			offered/	in ₹ per
		Amount in ₹	Equity				Amount in ₹	Equity

Not applicable

P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis

PRICE BAND, MINIMUM BID LOT & INDICATIVE TIMELINES

Price Band Minimum Bid Lot Size Bid/Offer Open On Bid/Closes Open On Not applicable* Finalisation of Basis of Allotment Initiation of Refunds Credit of Equity Shares to Demat accounts of Allottees Commencement of trading of Equity Shares

For details of price band and basis of offer price , please refer to price band advertisement and page xx of RHP- Not applicable*

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP- Not applicable	Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP- Not applicable	Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP- Not applicable	Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP- Not applicable
Period	Weighted Average Cost of Acquisition (in ₹)	Upper End of the Price Band is ‘X’ times the WACA	Range of acquisition price Lowest Price- Highest Price (in ₹)
Trailing Eighteen Month from the date of RHP	Not applicable

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP

RISKS IN RELATION TO THE FIRST OFFER

Not applicable

GENERAL RISKS

Investment in equity & equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the Scheme of Amalgamation or Abridged Prospectus. Transferor Company would be amalgamated with and into the Transferee Company. Specified attention of the investors is invited to the section titled “Internal Risk Factors” on page 07 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue/ offer would not be applicable as this issue is only to the shareholders of the Transferor Company, pursuant to the Scheme of Amalgamation, without any cash consideration. Hence, the procedure with respect to a General Information Document is not applicable.

		PRICE INFORMATION OF BRLM’s*	PRICE INFORMATION OF BRLM’s*
Issue Name	Name of Merchant Banker	+/- % change in closing price, (+/- % change in closing benchmark)- 30th calendar days from listing	+/- % change in closing price, (+/- % change in closing benchmark)- 90th calendar days from Listing	+/- % change in closing price, (+/- % change in closing benchmark) - 180th calendar days from listing
		Not applicable

161 ABRIDGED PROSPECTUS

Name of Merchant Banker and contact details (telephone and email id) of each BRLM/ Merchant Banker	Kunvarji Finstock Private Limited SEBI Registration Number:INM000012564 Address:Kunvarji, B-Wing, Siddhivinayak Towers, Nr. D.A.V. School, Off. S. G. Road, Makarba, Ahmedabad-380051, Gujarat. Telephone Number:+91 7966669000 Email Id:info@kunvarji.com Website:www.kunvarji.com Contact Person:Mr. Atul Chokshi CIN:U65910GJ1986PTC008979
Name ofSyndicateMembers	Not applicable

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not applicable

Name of Statutory Auditor	M/s. D. Kothary & Co. Address:102 Ameya House, Near Azadnagar Metro Station, Adjacent to Standard Chartered Bank, Andheri (West), Mumbai – 400058, Maharashtra. Telephone Number:+91 22 6865 1155 Email Id:info@dkothary.com Website:www.dkothary.com Contact Person:CA Mehul Patel Membership No:132650 Firm Registration No. 105335W
Name of Registrar to the Issue and contact details (telephone and email id)	Not applicable
Name of Credit Rating Agency and the rating or grading obtained,ifany
Name of Debenture trustee,ifany
Self-Certified SyndicateBanks
NonSyndicateRegisteredBrokers
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable)

PROMOTERS OF THE ISSUER COMPANY

PROMOTERS OF THE ISSUER COMPANY	PROMOTERS OF THE ISSUER COMPANY	PROMOTERS OF THE ISSUER COMPANY	PROMOTERS OF THE ISSUER COMPANY
Sr. No.	Name	Individual/ Corporate	Experience & Educational Qualification
1.	Mr. Kunal Narendra Gandhi	Individual	Master of Science (Lancaster University, Lancaster, U.K.) Director of Company since 7th July 2014, and contributed to the overseas business ofthe Company
2.	Mrs. Nehal Narendra Gandhi	Individual	B.A., having experience of 25 years in Business Management, previously held Directorship in this Company and several other Companies.
3.	Late Mr. Nsarendra Ishwarlal Gandhi	Individual	B. Com, Industrialist, A well-known personality in the Pharma Industry, Winner of Udyog Ratna Award and “Girnar ‘Award, Managing Director of the Company during the period from 1964 to 2019.
4.	Lyka Labs Limited (Promoter Group)	Corporate	The Transferee Company is engaged in the business of manufacturing and marketing of pharmaceutical products. The Transferee Company’s equity shares are listed on BSE Limited and NationalStock Exchange of IndiaLimited.

162 ABRIDGED PROSPECTUS

1. Enai Trading & Corporate Enai Trading and Investment Private Limited is a private company, Investment Pvt. Ltd. limited by shares, incorporated on 23[rd ] November, 1993 under the (Promoter Group) Companies Act, 1956. It is primarily in the business of investment in securities.

Details of promoter/s should not exceed 500 words while explaining their experience and educational qualifications

BUSINESS OVERVIEW AND STRATEGY

Company Overview: The Transferor Company was incorporated on December 04, 1992, as a private company under the Companies Act, 1956. The Transferor Company was converted into a public company on November 23, 1994.

Product/Service Offering: Marketing and Distribution of Generic Pharmaceutical Formulations pan India & across various segments

Revenue segmentation by product/service offering: NA

Geographies Served: NA

Revenue segmentation by geographies: NA

Key Performance Indicators: The Transferor Company does not publish any key performance indicators other than financial information as stated in its audited financial statements.

Client Profile or Industries Served: Pharmaceuticals Industry

Revenue segmentation in terms of top 5/10 clients or Industries: NA Intellectual Property, if any: Trade Mark/Brand Market Share: NA Manufacturing plant, if any: NIL Employee Strength: 3 Employees

Note:

• 1) The quantitative statements shall be substantiated with Key Performance Indicators (KPIs) and other quantitative factors.

• 2) No qualitative statements shall be made which cannot be substantiated with KPIs.

• 3) Information provided in the table should not exceed 1000 words.

BOARD OF DIRECTORS

BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS
Sr. No.	Name	Designation (Independent/ Whole Time/ Executive/ Nominee)	Experience & Educational Qualification	Other Directorships
1.	Yogesh Babulal Shah (DIN: 06396150)	Chairman	Commerce Graduate, having more than 41 years of experience in the field of Accounts, Finance and Taxation.	1. Lyka Labs Limited 2. Hiralaxmi Business Finance Private Limited
2.	Narendra Chimanlal Rathod (DIN: 09719860)	Director	MBA in Finance, having more than 25 years of experience in the field of Accounts and Finance.	1. Lyka Generics Limited 2. Enai Trading And Investment Private Limited 3. Hiralaxmi Business Finance PrivateLimited
3.	Dhara Pratik Shah (DIN: 07530998)	Director	B. Com, LLB and CS, having a professional experience in Corporate Laws and Corporate Governance.	1. Lyka BDR International Limited 2. LykaLabsLimited

OBJECTS OF THE ISSUE

Not applicable

163 ABRIDGED PROSPECTUS

Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Transferor Company in the preceding 10 years - Not applicable

Name of monitoring agency, if any - Not applicable

Terms of Issuance of Convertible Security, if any

Convertible securities being offered by the Company Face Value / Issue Price per Convertible securities Issue Size Interest on Convertible Securities Not applicable Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD

		SHAREHOLDING PATTERN	SHAREHOLDING PATTERN
Sr. No.	Particular	Pre Issue number of shares	% Holding of Pre issue
1.	Promoter and Promoter Group	63,19,316	85.45
2.	Public	10,76,108	14.55
	Total	73,95,424	100

Number/amount of equity shares proposed to be sold by selling shareholders, if any- Not applicable

RESTATED AUDITED FINANCIALS	RESTATED AUDITED FINANCIALS	RESTATED AUDITED FINANCIALS	RESTATED AUDITED FINANCIALS	RESTATED AUDITED FINANCIALS
			(Rupees in Lakhs)
Particular	Latest Stub period 30.06.2023	For F.Y. ended 31.03.2023	For F.Y. ended 31.03.2022	For F.Y. ended 31.03.2021
Total IncomefromOperations (Net)1	45.00	524.11	1866.01	1266.50
Net Profit/(loss) Before Tax and ExtraordinaryItems_2_	26.11	(33.67)	93.47	48.94
Net Profit/(loss) After Tax and ExtraordinaryItems	14.18	(16.74)	64.82	73.06
Equity Share Capital	739.54	739.54	739.54	739.54
Reserves & Surplus	(272.87)	(287.05)	(272.60)	(337.23)
Net Worth	466.67	452.49	466.94	402.31
Basic earnings perShare_3_ (Rs.)	0.19	(2.26)	0.88	0.99
Diluted earnings per Share_3_(Rs.)	0.19	(2.26)	0.88	0.99
ReturnonNet Worth_4_ (%)	3.03	(3.70)	13.88	18.16
NetAssets ValuePerShare_5_ (Rs.)	0.631	0.612	0.631	0.544

Note A - Transferor Company is not required to prepare the consolidated financial statements for the year ended March 31, 2023. We have provided the information basis standalone financial statement for the year ended March 31, 2023 (approved by the Board of Directors of the Transferor Company but are yet to be adopted by the shareholders of the Transferor Company).

1Total income from operations (Net) excludes the amount of other income as mentioned in the financial statements of the Transferor Company.

2Profit before tax and extraordinary items includes the amount of exceptional items.

3Basic and Diluted earnings per share are calculated after considering the exceptional items.

4Return on net worth % has been calculated by applying the following formula: Net Profit/ (Loss) after tax and extraordinary items divided by Net worth and multiplied by 100.

5Net asset value per share has been calculated by applying the following formula: sum of the balance of Equity Share Capital & Reserves and Surplus divided by number of outstanding equity shares.

164 ABRIDGED PROSPECTUS

INTERNAL RISK FACTORS

1. The implementation of the Scheme is subject to receipt of various approvals, including approval from shareholders and creditors of the Transferor Company, regulatory authorities and the NCLT. In the event that these approvals are not received, the Transferor Company may not be able to effect the Scheme and commence business operations.

2. The Transferor Company's performance and growth are dependent on the performance of the Indian and global economy, which in turn, depends on various external factors. Any downturn in the macroeconomic environment in India could affect the business, prospects, financial condition, results of operations and cash flows of the Transferor Company.

3. Post-effectiveness of the Scheme, the Transferee Company intends to operate in the pharmaceutical and consumer healthcare sector which is intensely competitive with numerous major competing. Such competitors may succeed in developing products that are cheaper, popular or more efficient than the products of the Transferee Company, thus adversely affecting the profitability and business of the Transferee Company.

4. In past few years, the Government of India has made frequent changes in regulations covering drug pricing, trade margins and other laws which impact us. Any adverse changes in government policies with respect to pricing or trade margins with respect to our products may impact our performance.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the Transferor Company and amount involved

Name of Entity	Criminal Proceedings	Tax Proceedings	Statutory or Regulatory Proceedings	Disciplinary actions by the SEBI or Stock Exchanges against our Promoters	Material Civil Litigations	Aggregat e amount involved (Rs in crores)
Transferor Company
By the Transferor Company	Summons Case SS/2480/2014 M/S. Lyka Export Ltd. Vs. Arvind Bansal (Amount Rs. 1,32,610/-)	NIL	NIL	NIL	Arbpl/18683/ 2023M/S. Lyka Export Ltd. Vs. M/S. Cadiz Life Science (Amount Claim Rs. 1,62,99,201/-)
Against the Transferor Company	Nil	Nil	Nil	Nil	Nil	Nil
Directors
By our Directors	Nil	Nil	Nil	Nil	Nil	Nil
Against the Directors	Nil	Nil	Nil	Nil	Nil	Nil
Promoters
ByPromoters	Nil	Nil	Nil	Nil	Nil	Nil
Against Promoters	Nil	Nil	Nil	Nil	Nil	Nil
Subsidiaries
By Subsidiaries	Nil	Nil	Nil	Nil	Nil	Nil
Against Subsidiaries	Nil	Nil	Nil	Nil	Nil	Nil

165 ABRIDGED PROSPECTUS

• B. Brief details of top 5 material outstanding litigations against the Transferor Company and amount involved: NIL

• C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any (200 - 300 words limit in total): N.A.

• D. Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total): NIL

ANY OTHER IMPORTANT INFORMATION AS PER ISSUER COMPANY NIL

DECLARATION BY THE TRANSFEROR COMPANY

We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in the Abridged Prospectus are true and correct.

For Lyka Exports Limited

Sd/-

Yogesh B. Shah Chairman DIN: 06396150

Mumbai; 16[th] January 2024.

166

Annexure-13

Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1.	Name of Listed Entity: Lyka Exports Ltd.	Name of Listed Entity: Lyka Exports Ltd.
2.	Scrip Code/Name of Scrip/Class of Security:
3.	Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)
	a.	If under 31(1)(b) then indicate the report forQuarter ending as on 31st December 2024
	b.	If under 31(1)(c) then indicate date of allotment/extinguishment
4.	Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:‐

	Particulars	Yes*	No*
1	Whether the Listed Entity has issued any partly paid up shares?		No
2	Whether the Listed Entity has issued any Convertible Securities or Warrants?		No
3	Whether the Listed Entity has any shares against which depository receipts are issued?		No
4	Whether the Listed Entity has any shares in locked‐in?		No
5	Whether any shares held by promoters arepledge or otherwise encumbered?		No

*** If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked‐in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by Listed Entity in above table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.**

GENERATED ON :27/01/2025 NSDL : NA CDSL :31/12/2024

167

Lyka Exports Ltd.

Table I ‐ Summary Statement holding of specified securities

Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities	Lyka Exports Ltd. Table I ‐ Summary Statement holding of specified securities
~~No of~~ ~~Sharehold~~
Catego ry	Category of shareholder	Nos. of sharehold ers	No. of fully paid up equity shares held	No. of Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing as a % of total no. of shares (calculate d as per SCRR, 1957)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateri alised form
								No of Voting Rights			Total as a % of (A+B+C)			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)
								Class eg: X	**Class eg: y **	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	**(XI)= **	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	6	6319316	0	0	6319316	85.449	6319316	0	6319316	85.449	0	85.449	0	0	0	0	891900
(B)	Public	2999	1076108	0	0	1076108	14.551	1076108	0	1076108	14.551	0	14.551	0	**0 **	NA	NA	16068
(C)	Non Promoter ‐ Non Public				0				0			0			**0 **	NA	NA
(C1)	Shares Underlying DRs	0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(C2)	Shares Held By Employee Trust	0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
	Total	3005	7395424	0	0	7395424	100	7395424	0	7395424	100	0	100	0	0	0	0	907968

GENERATED ON :27/01/2025 NSDL : NA CDSL :31/12/2024

168

Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.	Lyka Exports Ltd.
Table II ‐ Statement showing shareholding pattern of the Promoter and Promoter Group
										~~No of~~ ~~Sharehold~~
	Category & Name of the shareholders	Entity Type	PAN	Nos. of sharehold ers	No. of fully paid up equity shares held	Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateria lised form
										No of Voting Rights			Total as a % of Total Voting Rights			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)
										**Class eg: X **	**Class eg: y **	Total
	(I)		(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	**(XI)= **	(XII)		(XIII)		(XIV)
1	Indian
(a)	Individuals/ Hindu Undivided Family			6	6319316	0	0	6319316	85.449	6319316	0	6319316	85.449	0	85.449	0	0	0	0	891900
	Lyka Labs Limited	Promoters		1	5383636	0	0	5383636	72.7969	5383636	0	5383636	72.7969	0	72.7969	0	0	0	0	0
	Kunal N Gandhi	Promoter Group	AJDPG3112D	1	481140	0	0	481140	6.5059	481140	0	481140	6.5059	0	6.5059	0	0	0	0	454000
	Nehal Narendra Gandhi	Promoter Group	AEJPG2346C	1	437900	0	0	437900	5.9212	437900	0	437900	5.9212	0	5.9212	0	0	0	0	437900
	Narendra Ishwarlal Gandhi	Promoters		1	8480	0	0	8480	0.1147	8480	0	8480	0.1147	0	0.1147	0	0	0	0	0
	Nehal Gandhi	Promoters		1	8000	0	0	8000	0.1082	8000	0	8000	0.1082	0	0.1082	0	0	0	0	0
	N I Gandhi	Promoters		1	160	0	0	160	0.0022	160	0	160	0.0022	0	0.0022	0	0	0	0	0
(b)	Central Government/ State Government(s)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
(c)	Financial Institutions/ Banks			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
(d)	Any Other(Specify)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	Sub Total(A)(1)			6	6319316	0	0	6319316	85.449	6319316	0	6319316	85.449	0	85.449	0	0	0	0	891900
2	Foreign
(a)	Individuals (Non‐Resident Individuals / Foreign Individuals)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
(b)	Government			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
(c)	Institutions			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
(d)	Foreign Portfolio Investor			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
(e)	Any Other(Specify)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	Sub Total(A)(2)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2)			6	6319316	0	0	6319316	85.449	6319316	0	6319316	85.449	0	85.449	0	0	0	0	891900

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.

Not

(1) PAN would not be displayed on website of Stock Exchange(s)

(2) The term 'Encumbrance' has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

GENERATED ON :27/01/2025 NSDL : NA CDSL :31/12/2024

169

									169	169	169	169	169	169
Lyka Exports Ltd.
Table III ‐ Statement showing shareholding pattern of the Public shareholder
									~~No of~~ ~~Sharehold~~
	Category & Name of the shareholders	PAN	Nos. of sharehold ers	No. of fully paid up equity shares held	Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateria lised form	Sub‐categorization of shares
									No of Voting Rights			Total as a % of Total Voting Rights			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)		Shareholding(No. of shares) under
									Class eg: X	Class eg: y	Total									~~Sub‐~~ category(i )	~~Sub‐~~ category(i i)	~~Sub‐~~ category(i ii)
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	**(XI)= **	(XII)		(XIII)		(XIV)	(XV)
1	Institutions(Domestic)
(a)	Mutual Fund		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(b)	Venture Capital Funds		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(c)	Alternate Investment Funds		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(d)	Banks		1	60	0	0	60	0.0008	60	0	60	0.0008	0	0.0008	0	**0 **	NA	NA	0	0	0	0
(e)	Insurance Companies		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(f)	Provident Funds/ Pension Funds		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(G)	Asset Reconstruction Companies		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(h)	Sovereign Wealth Funds		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(i)	NBFCs registered with RBI		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(j)	Other Financial Institutions		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(k)	Any Other(Specify)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
	Sub Total(B)(1)		1	60	0	0	60	0.0008	60	0	60	0.0008	0	0.0008	0	**0 **	NA	NA	0	0	0	0
2	Institutions(Foreign)
(a)	Foreign Direct Investment		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(b)	Foreign Venture Capital Investors		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(c)	Sovereign Wealth Funds		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(d)	Foreign Portfolio Investors Category I		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(e)	Foreign Portfolio Investors Category II		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(f)	Overseas Depositories (holding DRs) (balancing figure)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(g)	Any Other(Specify)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
	Sub Total(B)(2)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
3	Central Government/ State Government(s)
(a)	Central Government/ President of India		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(b)	State Government/ Governor		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(C)	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
	Sub Total(B)(3)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
4	Non‐Institutions			0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(a)	Associate companies/ Subsidiaries		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(b)	Directors and their relatives (excluding Independent Directors and nominee Directors)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(C)	Key Managerial Personnel		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(D)	Relatives of promoters (other than 'immediate relatives' of promoters disclosed under 'Promoter and Promoter Group' category)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(E)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee','beneficiary', or 'author of the trust''		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(f)	Investor Education and Protection Fund (IEPF)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(g)	i. Resident Individual holding nominal share capital up to Rs. 2 lakhs.		2956	666928	0	0	666928	9.0181	666928	0	666928	9.0181	0	9.0181	0	**0 **	NA	NA	15908	0	0	0

170

(h)	ii. Resident individual holding nominal share capital in excess of Rs. 2 lakhs.		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(i)	Non Resident Indians(NRIs)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(j)	Foreign Nationals		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(k)	Foreign Companies		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
(l)	Bodies Corporate		33	406200	0	0	406200	5.4926	406200	0	406200	5.4926	0	5.4926	0	**0 **	NA	NA	0	0	0	0
	Enai Trading& Investment Pvt Ltd		1	385600	0	0	385600	5.214	385600	0	385600	5.214	0	5.214	0	0	NA	NA	0
(m)	Any Other(Specify)		9	2920	0	0	2920	0.0395	2920	0	2920	0.0395	0	0.0395	0	**0 **	NA	NA	160	0	0	0
	Trusts		1	1000	0	0	1000	0.0135	1000	0	1000	0.0135	0	0.0135	0	**0 **	NA	NA	0	0	0	0
	Hindu Undivided Family		8	1920	0	0	1920	0.026	1920	0	1920	0.026	0	0.026	0	**0 **	NA	NA	160	0	0	0
	Sub Total(B)(4)		2998	1076048	0	0	1076048	14.5502	1076048	0	1076048	14.5502	0	14.5502	0	**0 **	NA	NA	16068	0	0	0
	Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)+b(4)		2999	1076108	0	0	1076108	14.551	1076108	0	1076108	14.551	0	14.551	0	**0 **	NA	NA	16068	0	0	0

Details of the shareholders acting as persons in Concert including their Shareholding (No. and %):

No. of shareholders No. of Sha% 0

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.

ls of Shares which remain unclaimed may g rights which are frozen etc.	be given
No. of shareholders	No. of
0	0

Note

(1) PAN would not be displayed on website of Stock Exchange(s).

(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no.(XIII)is not applicable in the above format.

• (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian.

• (4) Categorization and disclosure of each shareholder category should be carried out in the order prescribed in the above format. If a shareholder is falling under more than one category, then the same shall be classified in the

• (5) Sub‐categorization of shares under column no.(XV) will be based on shareholding(no. of shares)under the following sub‐categories:

• (i) Shareholder who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative(i.e. Director)on the board of the listed entity.

• (ii) Shareholder who have entered into shareholder agreement with the listed entity.

• (iii) Shareholders acting as persons in concert with promoters.

GENERATED ON :27/01/2025 NSDL : NA CDSL :31/12/2024

171

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Lyka Exports Ltd.
Table IV ‐ Statement showing shareholding pattern of the Non Promoter‐ Non Public shareholder
									~~No of~~ ~~Sharehold~~
	Category & Name of the shareholders	PAN	Nos. of sharehold ers	No. of fully paid up equity shares held	Partly paid‐up equity shares held	No. of shares underlyin g Depositor y Receipts	Total nos. shares held	Sharehold ing % calculated as per SCRR, 1957 As a % of (A+B+C2)	Number of Voting Rights held in each class of securities				~~.~~ Shares Underlyin g Outstandi ng convertibl e securities (including	ing , as a % assuming full conversio n of convertibl e securities	Number of Locked in shares		Number of Shares pledged or otherwise encumbered		Number of equity shares held in demateria lised form
									No of Voting Rights			Total as a % of (A+B+C)			No.(a)	As a % of total Shares held(b)	No.(a)	As a % of total Shares held(b)
									**Class eg: X **	**Class eg: y **	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII) =	(VIII) As a	(IX)				(X)	**(XI)= **	(XII)		(XIII)		(XIV)
1	Custodian/DR Holder		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
2	Employee Benefit Trust / Employee Welfare Trust under SEBI (Share based Employee Benefits and Sweat Equity) Regulations, 2021		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0
	Total Non‐Promoter‐ Non Public Shareholding (C)= (C)(1)+(C)(2)		0	0	0	0	0	0	0	0	0	0	0	0	0	**0 **	NA	NA	0

Note :

(1) PAN would not be displayed on website of Stock Exchange(s).

(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no.(XIII)is not applicable in the above format

(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available

GENERATED ON :27/01/2025 NSDL : NA CDSL :31/12/2024

172

Annexure-14 Part-1

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Sr.		Category & Name of the Shareholders (I)	Nos. Of shareholders (III)	No. of fully paid up equity shares held (IV)	No. Of Partly paid‐up equity shares held (V)	No. Of shares underlying Depository Receipts (VI)	Total nos. shares held (VII) = (IV)+(V)+ (VI)	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	Number of Vo�ng Rights held	Number of Vo�ng Rights held	in each class of securi�es(IX)	in each class of securi�es(IX)	No. Of Shares Underlying Outstanding convertible securities (X)	No. of Shares Underlying Outstanding Warrants (Xi)	No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	Number of Locked in shares (XII)	Number of Locked in shares (XII)	Number of Shares pledged or otherwise encumbered (XIII)	Number of Shares pledged or otherwise encumbered (XIII)	Number of equity shares held in dematerialized form (XIV)	Sub‐categorization of shares	Sub‐categorization of shares	Sub‐categorization of shares
									No of Vo�ng (XIV)Rights			Total as a % of Total Voting rights										Shareholding (No. of shares) under
									Class eg: X	Class eg:y	Total						No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)		Sub‐category (i)	Sub‐category (ii)	Sub‐category (iii)
A	T	able II ‐ Statement showing shareholding pattern o	f the Promoter and Promoter Group
(1)	I	ndian
(a)		Individuals/Hindu undivided Family	7	5092586			5092586	14.27	5092586.00		5092586	14.27				14.27	0	0.00			5092586
(b)		Central Government/ State Government(s)
(c)		Financial Institutions/ Banks
(d)		Any Other (specify)	3	15644923			15644923	43.84	15644923.00		15644923	43.84				43.84	7000000	44.74			15644923
		Sub‐Total(A)(1)	10	20737509			20737509	58.10	20737509.00		20737509	58.10				58.10	7000000	33.76			20737509
(2)	Foreign
(a)		Individuals (NonResident Individuals/ Foreign Individuals)
(b)		Government
(c)		Institutions
(d)		Foreign Portfolio Investor
(e)		Any Other (specify)
		Sub‐Total(A)(2)
		Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	10	20737509			20737509	58.10	20737509.00		20737509	58.10				58.10	7000000	33.76			20737509
		Details of Shares which remain unclaimed for Promoter	& Promoter Group
B	T o	able III ‐ Statement showing shareholding pattern f the Public shareholder	Note : Kindly show details of shareholders having more than one percentage of total no of s				hares. Please refer softw	are manual.
(1)	I	nstitutions (Domestic)
(a)		Mutual Funds	4	3400			3400	0.01	3400		3400	0.01				0.01					0	0	0	0
(b)		Venture Capital Funds
(c)		Alternate Investment Funds	1	132651			132651	0.37	132651		132651	0.37				0.37					132651	0	0	0
(d)		Banks	4	700			700	0.00	700		700	0.00				0.00					50	0	0	0
(e)		Insurance Companies	2	101000			101000	0.28	101000		101000	0.28				0.28					100000	0	0	0
(f)		Provident Funds/ Pension Funds
(g)		Asset reconstruction companies
(h)		Sovereign Wealth Funds
(i)		NBFCs registered with RBI
(j)		Other Financial Institutions
(k)		Any Other (specify)
		Sub‐Total(B)(1)	11	237751			237751	0.67	237751		237751	0.67				0.67					232701	0	0	0
(2)	I	nstitutions (Foreign)
(a)		Foreign Direct Investment
(b)		Foreign Venture Capital Investors
(c)		Sovereign Wealth Funds
(d)		Foreign Portfolio Investors Category I	3	55076			55076	0.15	55076		55076	0.15				0.15					55076	0	0	0
(e)		Foreign Portfolio Investors Category II	1	2			2	0.00	2		2	0.00				0.00					2	0	0	0
(f)		Overseas Depositories (holding DRs) (balancing figure)
(g)		Any Other (specify)
		Sub‐Total(B)(2)	4	55078			55078	0.15	55078		55078	0.15				0.15					55078	0	0	0
(3)	C	entral Government / State Government(s)
(a)		Central Government / President of India
(b)		State Government / Governor
(c)		Shareholding by Companies or Bodies Corporate where
		Central / State Government is a promoter
		Sub‐Total(B)(3)
(4)	N	on‐institutions
(a)		Associate companies / Subsidiaries
(b)		Directors and their relatives (excluding independent directors and nominee directors)
(c)		Key Managerial Personnel
(d)		Relatives of promoters (other than‘immediate relatives’
		of promoters disclosed under‘Promoter and Promoter Group’category)
(e)		Trusts where any person belonging to'Promoter and Promoter Group'category is'trustee','beneficiary', or 'author of the trust'
(f)		Investor Education and Protection Fund (IEPF)
(g)		Resident Individuals holding nominal share capital up to	27943	8254390			8254390	23.13	8254390		8254390	23.13				23.13					8054151	0	0	0
		Rs. 2 lakhs
(h)		Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	58	3212634			3212634	9.00	3212634		3212634	9.00				9.00					3212634	0	0	0
(i)		Non Resident Indians (NRIs)	258	410716			410716	1.15	410716		410716	1.15				1.15					405759	0	0	0
(j)		Foreign Nationals	1	88			88	0.00	88		88	0.00				0.00					88	0	0	0
(k)		Foreign Companies
(l)		Bodies Corporate	176	1749300			1749300	4.90	1749300		1749300	4.90				4.90					1748438	0	0	0
(m)		Any Other (specify)	638	1032534			1032534	2.89	1032534		1032534	2.89				2.89					1031926	0	0	0
		Sub‐Total(B)(4)	29074	14659662			14659662	41.07	14659662.00		14659662	41.07				41.07					14452996	0	0	0
		Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)+(B)(4)	29089	14952491			14952491	41.90	14952491		14952491	41.90				41.90					14740775	0	0	0
		Details of the shareholders acting as persons in Concert f	or Public
		Details of Shares which remain unclaimed for Public
C	T	able IV ‐ Statement showing shareholding pattern	of the Non Promoter‐ Non Public shareholder
( 1)		Custodian/DR Holder‐Name of DR Holders (If Available)
( 2)	Employee Benefit Trust / Employee Welfare Trust under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
	Total NonPromoter‐ Non Public Shareholding (C)= (C)(1)+(C)(2)
	Total( A+B+C2)		29099	35690000			35690000	100.00	35690000.00		35690000	100.00				100.00	7000000	19.61			35478284	0	0	0
	Total(A+B+C)		29099	35690000			35690000	100.00	35690000.00		35690000	100.00				100.00	7000000	19.61			35478284	0	0	0
							Disclosure of notes on shareholding pattern		Add Notes
			Disclosure of notes in case of promoter holiding in dem				aterialsed form is less than 100 percentage		Add Notes
			Disclosure of notes in case of public share holding is less than 25 percentage						Add Notes
			Disclosure of notes on shareholding pattern for company remarks explanatory						Add Notes

173

Annexure-14 Part -2

Pre and Post Amalgamation shareholding pattern of Transferee Company

		Transferor Company	Transferor Company	Transferor Company	Transferee Company	Transferee Company	Transferee Company	Transferee Company	Transferee Company
		LYKA EXPORTS LIMITED			LYKA LABS LIMITED
			Pre-amalgamation as on December 31, 2024			Pre-amalgamation as on December 31, 2024		Post-amalgamation
**Sr. No. **	Description	Name of Shareholder	No. of shares	%	Name of Shareholder	No. of shares	%	No. of shares	%
(A)	Shareholding of Promoter and Promoter Group
1	Indian
	Individuals/ Hindu Undivided Family		-	-	Bhawna Godha	6,000	0.02	6,000	0.02
			-	-	Neetu Godha	10,000	0.03	10,000	0.03
			-	-	Usha Premchand Godha	10,686	0.03	10,686	0.03
			-	-	Premchand Godha	10,900	0.03	10,900	0.03
			-	-	PranayGodha	3,00,000	0.84	3,00,000	0.83
		Kunal Narendra Gandhi	4,81,140	6.51	Kunal Narendra Gandhi	24,25,000	6.79	25,35,662	7.01
		Nehal Narendra Gandhi	4,45,900	6.03	Nehal Narendra Gandhi	23,30,000	6.53	24,32,557	6.73
		Narendra Ishwarlal Gandhi	8,640	0.12		-	-	1,987	0.01
						-	-	-	-
(b)	Central Government/ State Government(s)	Names	-	-	Names	-	-		-
(c)	Bodies Corporate	Names			Names
		Lyka Labs Limited	53,83,636	72.80	Lyka Animal Healthcare Limited	20,000	0.06	20,000	0.06
					Enai Trading and Investment Pvt Ltd	10,00,000	2.80	10,88,688	3.01
					IPCA Laboratories Limited	1,46,24,923	40.98	1,46,24,923	40.45
(d)	Financial Institutions/ Banks		-	-		-	-	-	-
(e)	AnyOthers		-	-		-	-	-	-
	Sub Total(A)(1)		63,19,316	85.45		2,07,37,509	58.10	2,10,41,403	58.20
2	Foreign
(a)	Individuals (Non- Residents Individuals/Foreign Individuals)		-	-		-	-	-	-

174

Pre and Post Amalgamation shareholding pattern of Transferee Company

		Transferor Company	Transferor Company	Transferor Company	Transferee Company	Transferee Company	Transferee Company	Transferee Company	Transferee Company
		LYKA EXPORTS LIMITED			LYKA LABS LIMITED
			Pre-amalgamation as on December 31, 2024			Pre-amalgamation as on December 31, 2024		Post-amalgamation
**Sr. No. **	Description	Name of Shareholder	No. of shares	%	Name of Shareholder	No. of shares	%	No. of shares	%
(b)	Bodies Corporate		-	-		-	-	-	-
(c)	Institutions		-	-		-	-	-	-
(d)	AnyOthers		-	-		-	-	-	-
	Sub Total(A)(2)		-	-		-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)		63,19,316	85.45		2,07,37,509	58.10	2,10,41,403	58.20
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/UTI		-	-		3,400	0.01	3,400	0.01
(b)	Financial Institutions/ Banks		60	0.00		700	0.00	713	0.00
(c)	Alternate Investment Funds		-	-		1,32,651	0.37	1,32,651	0.37
(d)	Venture Capital Funds		-	-		-	-	-	-
(e)	Insurance Companies		-	-		1,01,000	0.28	1,01,000	0.28
(f)	Foreign Portfolio Investors		-	-		55,078	0.15	55,078	0.15
(g)	Foreign Venture Capital Investors		-	-		-	-	-	-
(h)	AnyOther		-	-		-	-	-	-
	Sub-Total(B)(1)		60	0.00		2,92,829	0.82	2,92,842	0.81

175

Pre and Post Amalgamation shareholding pattern of Transferee Company

		Transferor Company	Transferor Company	Transferor Company	Transferee Company	Transferee Company	Transferee Company	Transferee Company	Transferee Company
		LYKA EXPORTS LIMITED			LYKA LABS LIMITED
			Pre-amalgamation as on December 31, 2024			Pre-amalgamation as on December 31, 2024		Post-amalgamation
**Sr. No. **	Description	Name of Shareholder	No. of shares	%	Name of Shareholder	No. of shares	%	No. of shares	%
2	Non-institutions
(a)	Bodies Corporate		4,06,200	5.49		17,49,300	4.90	17,54,038	4.85
	Enai Trading & Investment Pvt Ltd (incl. in Bodies Corporate)		3,85,600	5.21		-	-	-	-
(b)	Individuals
I	Individuals -i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs		6,66,928	9.02		82,54,390	23.13	84,07,783	23.26
II	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.		-	-		32,12,634	9.00	32,12,634	8.89
(c)	AnyOther		2,920	0.04		14,43,338	4.04	14,44,009	3.99
	Sub-Total(B)(2)		10,76,048	14.55		1,46,59,662	41.07	1,48,18,464	40.99
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		10,76,108	14.55		1,49,52,491	41.90	1,51,11,306	41.80
	TOTAL(A)+(B)		73,95,424	100.00		3,56,90,000	100.00	3,61,52,709	100.00
(C)	Shares held by Custodians and against which DRs have been issued		-	-		-	-	-	-
	GRAND TOTAL(A)+(B)+(C)		73,95,424	100.00		3,56,90,000	100.00	3,61,52,709	100.00

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Lyka Labs Limited

Lyka Labs Limited	Lyka Labs Limited	Lyka Labs Limited
Consolidated Balance Sheet as at 30th June, 2024
	(₹ in lakh)
Particulars	Pre Merger As at 30th June 2024	Post Merger As at 30th June 2024
(a) Property, Plant and Equipment (b) Capital Work‐ In‐ Progress (c) Intangible Assets (d) Intangible Assets Under Development (e) Financial Assets (i) Investments (ii) Loan (ii) Other Financial Assets (f) Other Non Current Assets (g) Non Current Tax Assets (a) Inventories (b) Financial Assets (i) Investments (ii) Trade Receivables (iii) Cash and Cash Equivalents (iv) Loans (v) Other Financial Assets (c) Other Current Assets ASSETS Non‐Current Assets Current Assets	4,564.34 2,351.81 1,027.98 100.29 7.13 ‐ 1,675.53 687.14 100.89	4,564.34 2,351.81 1,027.98 100.29 7.13 ‐ 1,675.53 687.14 100.89
	10,515.11	10,515.11
	942.97 1.74 2,608.01 644.51 379.51 350.04 527.70	942.97 1.74 2,608.01 644.51 379.51 350.04 527.70
	5,454.48	5,454.48
Total Assets	15,969.59	15,969.59
(a) Equity Share Capital (b) Other Equity (c) Non ‐ Controlling Interest (a) Financial Liabilities (i) Borrowings (ii) Lease Liabilities (iii) Other Financial Liabilities (b) Provisions (c) Deferred Tax Liabilities (net) (a) Financial Liabilities (i) Borrowings (ii) Lease Liabilities (iii) Trade Payables due to : ‐ Micro and Small Enterprise ‐ Other than Micro and Small Enterprise (iv) Other Financial Liabilities (b) Other Current Liabilities (c) Provisions Liabilities Non‐Current Liabilities Current Liabilities Equity attributable to owners of the company EQUITY AND LIABILITIES Equity	3,569.00 6,110.34	3,615.27 6,187.66
	9,679.34	9,802.93
	(3.95)	(127.54)
	9,675.39	9,675.39
	1,756.46 125.84 100.28 113.05 400.06	1,756.46 125.84 100.28 113.05 400.06
	2,495.69	2,495.69
	1,505.57 60.90 105.09 983.26 790.88 181.87 170.93	1,505.57 60.90 105.09 983.26 790.88 181.87 170.93
	3,798.50	3,798.50
Total Equity and Liabilities	15,969.59	15,969.59