AVI Products India Limited shareholders will have the opportunity to participate in a mandatory open offer commencing April 16, 2026. PPMS Real Estates LLP has announced its intention to acquire up to 8,59,769 equity shares representing 26.00% of the company's voting share capital at ₹33.00 per share.

Transaction Overview

The open offer stems from PPMS Real Estates LLP's acquisition of controlling stake in AVI Products India Limited through two separate agreements executed on February 14, 2026. The acquirer has secured agreements to purchase shares from both promoter and non-promoter sellers, triggering mandatory open offer obligations under SEBI (SAST) Regulations.

Underlying Acquisitions

PPMS Real Estates LLP has entered into comprehensive agreements to acquire shares from existing stakeholders. Under the Share Purchase Agreement, the acquirer will purchase 7,83,091 equity shares representing 23.68% of voting share capital from four promoter sellers at ₹33.00 per share. Additionally, through Share Sale/Purchase Confirmations, PPMS will acquire 4,69,710 shares representing 14.20% from three non-promoter sellers at negotiated prices ranging from ₹29.00 to ₹32.50 per share.

Financial Arrangements

The acquirer has demonstrated firm financial commitment by depositing the full consideration amount of ₹2,83,72,377 in an escrow account with Yes Bank Limited. This represents 100% of the maximum consideration payable under the open offer, ensuring adequate resources for settlement. The financial arrangements have been certified by chartered accountant CA Bhavesh Naresh Bhadricha, confirming PPMS Real Estates LLP's ability to fulfill all obligations.

Offer Price Justification

The offer price of ₹33.00 per share has been determined in accordance with SEBI (SAST) Regulations, considering multiple valuation parameters. The price represents the negotiated amount under the Share Purchase Agreement and aligns with the volume-weighted average market price of ₹32.30 for the 60 trading days preceding the public announcement. The offer price also exceeds the highest price of ₹30.00 paid by the acquirer during the 26 weeks prior to the announcement.

Company Profile and Performance

AVI Products India Limited, incorporated in 1989, operates in the dental goods and products trading business. The company maintains its registered office at Vasai (East), Maharashtra, and trades on BSE Limited under scrip code 523896. As of the latest financial results for the half-year ended September 30, 2025, the company reported revenue from operations of ₹77.21 lakhs, though it recorded a loss of ₹94.98 lakhs during the period.

Shareholding Structure Changes

Upon completion of the underlying transactions and open offer, significant changes will occur in AVI Products India Limited's shareholding pattern. PPMS Real Estates LLP, currently holding 24.79% stake, will increase its holding to 88.68% assuming full acceptance of the offer. The existing promoters will exit completely, transferring control to the acquirer and being reclassified as public shareholders in accordance with SEBI regulations.

Regulatory Compliance and Timeline

The open offer follows a structured timeline mandated by SEBI (SAST) Regulations. The public announcement was made on February 14, 2026, followed by the detailed public statement on February 23, 2026. The draft letter of offer was filed with SEBI on March 02, 2026, with the identified date set for March 30, 2026. Settlement of accepted shares and payment of consideration will be completed by May 14, 2026, ensuring compliance with regulatory timelines.

Mark Corporate Advisors Private Limited has submitted the Detailed Public Statement (DPS) for PPMS Real Estates LLP's open offer to acquire a significant stake in AVI Products India Limited, marking a major corporate development in the dental products trading sector.

Open Offer Details and Structure

PPMS Real Estates LLP (the Acquirer) is making an open offer to acquire up to 8,59,769 fully paid-up equity shares having face value of ₹10.00 each, representing 26.00% of the voting share capital of AVI Products India Limited. The offer price has been set at ₹33.00 per equity share, aggregating to a total consideration of ₹2,83,72,377.

Publication and Regulatory Compliance

The DPS was published on February 23, 2026, in compliance with SEBI (SAST) Regulations, 2011. Mark Corporate Advisors confirmed the publication across multiple newspapers to ensure wide dissemination among public shareholders.

Acquisition Background and Share Purchase Agreements

The open offer follows PPMS's execution of comprehensive share purchase agreements on February 14, 2026. The acquirer entered into a Share Purchase Agreement (SPA) with promoter sellers to acquire 7,83,091 equity shares representing 23.68% of the voting share capital at ₹33.00 per share, totaling ₹2,58,42,003.00.

Additionally, PPMS executed a Share Sale/Purchase Confirmation (SSPC) with three non-promoter sellers to acquire 4,69,710 equity shares representing 14.20% of the voting share capital in the price range of ₹29.00-₹32.50 per share, aggregating to ₹1,41,25,500.00.

Financial Arrangements and Escrow Compliance

In accordance with Regulation 17 of SEBI (SAST) Regulations, 2011, PPMS has established robust financial arrangements for the open offer. The acquirer opened a cash escrow account titled 'AVI Products India Limited-Open Offer-Escrow Account' with Yes Bank Limited and deposited ₹71,00,000, representing more than 25% of the maximum consideration required.

The adequacy of financial resources has been certified by Mr. Bhavesh Naresh Bhadricha, Chartered Accountant, confirming that PPMS has adequate financial resources and firm financial arrangements to complete the open offer in full.

Target Company Profile and Financial Performance

AVI Products India Limited, incorporated in 1989, operates in the dental goods and dental products trading business. The company is listed on BSE Limited with scrip code 'APIL' and ISIN INE316O01021. The company's registered office is located at 110, Manish Industrial Estate No. 4, Navghar Road, Vasai (East), District Palghar-401210, Maharashtra.

Offer Price Justification and Market Parameters

The offer price of ₹33.00 per share has been justified under Regulation 8(2) of SEBI (SAST) Regulations, 2011, based on multiple valuation parameters. The volume-weighted average market price for 60 trading days preceding the public announcement was ₹32.30, while the negotiated price under the share purchase agreement was ₹33.00.

The equity shares of AVI Products India Limited are frequently traded on BSE, with an annualized trading turnover of 35.35% during the twelve calendar months preceding the public announcement, based on 11,69,004 shares traded against total equity shares of 33,06,802.

Tentative Timeline and Next Steps

The tentative schedule indicates the identified date as March 30, 2026, with the letter of offer to be dispatched by April 08, 2026. The tendering period is scheduled to commence on April 16, 2026, and close on April 29, 2026, with final settlement by May 14, 2026.

Mark Corporate Advisors Private Limited serves as the Manager to the Open Offer, while Bigshare Services Private Limited has been appointed as the Registrar to the Offer. The open offer will be implemented through BSE's acquisition window facility as the designated stock exchange.