PPMS Real Estates LLP has announced a mandatory open offer to acquire up to 26.00% of the voting share capital of AVI Products India Limited, pursuant to Regulations 3(1) and 4 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. In a significant development, the Committee of Independent Directors (IDC) of AVI Products India Limited has unanimously recommended the offer price as fair and reasonable, providing shareholders with a formal assessment ahead of the tendering period.

IDC Recommendation on Offer Price

The 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 committee 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 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. The recommendation was published on May 08, 2026, in Business Standard (English and Hindi, all editions) and Navshakti (Marathi, Mumbai edition).

Open Offer Details and Financial Arrangements

The open offer was triggered by the Acquirer's prior acquisition of shares through agreements dated February 14, 2026. Under the Share Purchase Agreement (SPA), PPMS Real Estates LLP acquired 7,83,091 equity shares representing 23.68% of the voting share capital from Promoter Sellers. Additionally, via a Share Sale/Purchase Confirmation (SSPC), the Acquirer acquired 4,69,710 equity shares representing 14.20% from Non-Promoter Sellers, bringing its total holding to 62.68%. The offer price of ₹33.00 per share has been justified based on the negotiated price under the SPA, the volume-weighted average market price, and the highest price paid by the Acquirer during the relevant periods preceding the Public Announcement.

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

The Acquirer has made firm financial arrangements, having 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.

Offer Schedule and Background

The tendering period is scheduled to commence on Wednesday, May 13, 2026, and will conclude on Tuesday, May 26, 2026. The Identified Date for determining eligible shareholders is Tuesday, April 28, 2026. 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 was originally incorporated in 1989 and is engaged in the trading of dental goods and dental products. Its equity shares are 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. Following the Acquirer's transactions, the Promoter Sellers have exited their 23.68% stake, transferring control to PPMS Real Estates LLP. 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 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.