PPMS Real Estates LLP has formally launched its mandatory open offer to acquire up to 26.00% of the voting share capital of AVI Products India Limited, with the tendering period commencing on Wednesday, May 13, 2026. The Offer Opening Public Announcement was published on May 12, 2026, by Mark Corporate Advisors Private Limited, the Manager to the Offer, in compliance with Regulation 18(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer proposes to acquire up to 8,59,769 fully paid-up equity shares of ₹10 each at a price of ₹33.00 per share, payable in cash, with a total maximum consideration of ₹2,83,72,377.

Open Offer Key Parameters

The key financial and structural parameters of the open offer are summarised below:

The offer price of ₹33.00 per share has been justified based on the negotiated price under the Share Purchase Agreement (SPA), the volume-weighted average market price, and the highest price paid by the Acquirer during the relevant periods preceding the Public Announcement. There has been no revision to the offer price. The Acquirer has deposited ₹2,83,72,377, representing 100.00% of the maximum consideration payable, into a cash escrow account with Yes Bank Limited. The offer is unconditional and is not subject to any minimum level of acceptance from shareholders.

IDC Recommendation on Offer Price

The Committee of Independent Directors (IDC), constituted under Regulation 26(7) of SEBI (SAST) Regulations, 2011, met on May 07, 2026, at Vasai, Maharashtra, and unanimously approved its recommendation. The IDC reviewed the Public Announcement (PA) dated February 14, 2026, the Detailed Public Statement (DPS) dated February 23, 2026, and the Letter of Offer (LoF) dated May 02, 2026. Based on this review, the IDC concluded that the offer price of ₹33.00 per equity share is in accordance with applicable SEBI (SAST) Regulations, 2011, and is fair and reasonable. The IDC noted that the offer price is more than the highest price among the selective criteria mentioned under the Justification of Offer Price. However, the committee advised public shareholders to independently evaluate the offer and take an informed decision. The recommendation was published on May 08, 2026, in Business Standard (English and Hindi, all editions) and Navshakti (Marathi, Mumbai edition).

The IDC comprises four independent directors of the Target Company, as detailed below:

None of the IDC members hold any equity shares in the Target Company, nor do they have any contractual or personal relationship with the Acquirer. Additionally, none of the members traded in any equity shares or securities of the Target Company during the 12 months preceding the date of the PA or during the period from the date of the PA to the date of the recommendation.

Acquirer's Shareholding and Background

The Acquirer was holding 8,19,868 equity shares representing 24.79% of the Target Company prior to the date of the Public Announcement. Subsequently, the Acquirer completed the acquisition of 7,83,091 equity shares on April 10, 2026, representing 23.68% of the voting share capital, pursuant to the SPA entered on February 14, 2026, with the Promoter Sellers. The Acquirer also completed the acquisition of 4,69,710 equity shares on April 10, 2026, and April 21, 2026, representing 14.20% of the voting share capital, pursuant to the Share Sale/Purchase Confirmation (SSPC) entered on February 14, 2026, with the Non-Promoter Sellers. As a result, the total holding of the Acquirer stands at 20,72,669 equity shares, representing 62.68% of the voting share capital of the Target Company. As public shareholding is expected to fall below the minimum required level, the Acquirer has committed to increasing public shareholding to at least 25.00% in compliance with applicable regulations.

AVI Products India Limited was originally incorporated in 1989 and is engaged in the trading of dental goods and dental products, with its equity shares listed on BSE Limited. The existing paid-up equity share capital is ₹3,30,68,020, comprising 33,06,802 equity shares of ₹10 each. The Acquirer has indicated it does not plan to make major changes to the existing line of business except in the ordinary course of business, though it has already taken steps to diversify the Target Company's operations into the real estate sector, subject to shareholder and regulatory approvals. The Board of the Target Company, in its meeting held on April 23, 2026, also approved the shifting of the registered office, subject to shareholders' and regulatory approvals.

Updated Board of Directors

Following the open offer process, the updated board of directors of AVI Products India Limited is as under:

¹ Represents the Acquirer and will recuse themselves from any matter concerning or relating to this Open Offer.

Additionally, the Company has appointed Ms. Renu Choudhary as compliance officer in place of Ms. Shreyana Satuyashodhak Koyande with effect from April 30, 2026. None of the directors hold any equity shares in the Target Company.

Revised Schedule of Activities

The schedule of activities has been revised and incorporated in the Letter of Offer. The revised schedule, in compliance with applicable provisions of SEBI (SAST) Regulations, 2011, is as follows:

The Identified Date of April 28, 2026, was relevant only for determining the public shareholders to whom the Letter of Offer was to be sent. All public shareholders, including those who acquire equity shares after the Identified Date, are eligible to participate in the Open Offer during the tendering period. Mark Corporate Advisors Private Limited has been appointed as the Manager to the Offer, and MUFG Intime India Private Limited as the Registrar to the Offer.

AVI Products India Limited has officially informed BSE Limited that it does not meet the criteria to be classified as a Large Corporate under the Securities and Exchange Board of India (SEBI) regulatory framework. The company submitted this notification to ensure compliance transparency with exchange listing requirements.

Regulatory Framework and Compliance

The notification references two key SEBI circulars that establish the Large Corporate framework. The primary circular SEBI/HO/DDHS/CIR/P/2018/144 was issued on November 26, 2018, with subsequent amendments through circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023. These circulars define the criteria and disclosure requirements for entities classified as Large Corporates.

Non-Applicability Confirmation

AVI Products India Limited has confirmed that it does not qualify for Large Corporate status based on the framework and applicability criteria outlined in the aforementioned SEBI circulars. This determination means the company is not subject to the enhanced disclosure requirements typically mandated for larger entities.

The non-applicability extends to both Initial Disclosure and Annual Disclosure requirements that would otherwise be mandatory under the Large Corporate framework for the financial year ended March 31, 2026.

Corporate Communication

The formal notification was submitted to BSE Limited on April 16, 2026, and was digitally signed by Managing Director Avinash D. Vora (DIN: 02454059). The company requested that the exchange maintain this information in their official records to ensure proper compliance documentation.

This proactive communication demonstrates AVI Products India Limited's commitment to maintaining transparency with regulatory authorities and ensuring adherence to applicable disclosure norms based on its corporate classification.