PPAP Automotive announces an acquisition

The approved share-swap ratio cannot be established from the cited filing. The 31 August 2026 notice refers to the amalgamation as a proposed Scheme and states that NCLT-convened meetings were scheduled for 30 September 2026 to consider its approval; it does not record a final approved ratio ^[1]. The meeting schedule also shows that PPAP shareholders, and the secured and unsecured creditors of both companies, were to vote on the matter ^[2].

The cited material also does not provide the Scheme of Amalgamation’s consideration clause or Valuation Report figures needed to compare Avinya’s valuation with:

• Avinya’s net worth or book value;
• its revenue, EBITDA, or profit/loss for the latest financial year or interim period; and
• the valuation methodology, such as asset value, income approach, or market multiples.

Accordingly, no evidence-backed conclusion can be drawn on whether Avinya was valued above or below its net worth, or whether the valuation was supported by its recent financial performance. The relevant figures would need to come from the Scheme’s share-exchange clause, the Valuation Report, and Avinya’s latest audited financial statements.

The Scheme notice does not provide enough financial detail to quantify Avinya Batteries’ current revenue scale or profitability. It confirms only that Avinya Batteries is proposed to be amalgamated into PPAP Automotive, with shareholder and creditor meetings directed by the NCLT; the transaction was still subject to the Scheme process at the time of the notice. ^[2]

Avinya Batteries: financial profile

The notice does not report Avinya’s:

• Revenue or revenue growth
• EBITDA or EBITDA margin
• EBIT/PBT/PAT
• Net worth, debt, or cash flow
• Period covered by the underlying financial statements

Accordingly, Avinya cannot be classified from this material as a meaningful-scale, profitable, loss-making, or pre-revenue business. Any numerical estimate would be unsupported.

Effect on PPAP’s consolidated mix

The integration should broaden PPAP’s business scope toward batteries and EV-related components, but the incremental contribution to PPAP’s top line cannot be calculated from the notice alone. The required bridge is:

`EV-related revenue contribution = EV-related component revenue / pro forma consolidated PPAP revenue`

That calculation requires:

1. Avinya’s revenue for the relevant financial year or trailing period; 2. PPAP’s corresponding consolidated revenue; 3. The proportion of Avinya’s revenue specifically attributable to EV components; and 4. Any inter-company revenue eliminations and post-amalgamation accounting adjustments.

Therefore, the defensible conclusion is strategic mix expansion, but no measurable change in consolidated revenue mix can yet be established. It would be incorrect to equate the amalgamation with a material EV revenue contribution without the Avinya financial statements and PPAP’s pro forma segment disclosures.

The amalgamation remains conditional on stakeholder approval at the meetings, final NCLT sanction, and any other regulatory or statutory approvals considered necessary. The cited notice does not identify additional named regulators or provide the Scheme’s long-stop date.

• Requisite majority approval: Approval by the required majority of the shareholders, secured creditors and unsecured creditors of the respective applicant companies under Section 230(6) of the Companies Act, 2013. ^[2]
• Final NCLT sanction: Subsequent approval of the Scheme by the NCLT is required after the meetings. ^[2]
• Other regulatory/statutory clearances: Any further approvals, permissions or sanctions from regulatory or statutory authorities that may be considered necessary are also conditions to completion. The notice does not name specific authorities or approvals beyond this general requirement. ^[2]
• Long-stop date: The long-stop date is not stated in the meeting notice passages available here. It would need to be taken from the full Scheme of Amalgamation or its conditions-precedent section; it should not be inferred from the 30 September 2026 meeting date.