Key Quantitative Figures

  • Offer Size: 12,87,988 equity shares (26.00% of fully paid-up equity share capital)
  • Offer Price: Rs. 10 per equity share (face value Rs. 10 each)
  • Total Offer Consideration: Rs. 1,28,79,880 (assuming full acceptance)
  • SPA Purchase Price: Re. 1 per share for 26,16,210 shares (52.81% stake)
  • Escrow Amount Deposited: Rs. 130.00 lakhs (exceeding 100% of offer consideration)
  • Current Paid-up Capital: Rs. 4,95,38,000 (49,53,800 equity shares of Rs. 10 each)

Dates of Action

  • Public Announcement Date: 20 April 2026
  • Detailed Public Statement Date: 27 April 2026
  • Draft Letter of Offer filed with SEBI: 05 May 2026
  • SEBI Observation Letter: 19 June 2026 (I/14299/2026)
  • Identified Date (for shareholder determination): 23 June 2026
  • Offer Opening Date: 08 July 2026
  • Offer Closing Date: 21 July 2026
  • Payment of Consideration: 04 August 2026
  • Final Report from Merchant Banker: 11 August 2026

Parties Involved

Acquirers:

  • Yoga Builders Private Limited (Acquirer-1) - to acquire 11,87,010 shares via SPA + 12,87,988 via open offer
  • Scaffold Properties Private Limited (Acquirer-2) - to acquire 7,14,600 shares via SPA
  • MDK Properties and Estates Private Limited (Acquirer-3) - to acquire 7,14,600 shares via SPA

Sellers:

  • Tumbalam Gooty Veera Prasad (Seller-1, Promoter) - selling 3,21,800 shares (6.50%)
  • Naag Rohit (Seller-2, Promoter Group) - selling 7,00,000 shares (14.13%)
  • T G Aruna (Seller-3, Promoter Group) - selling 14,29,200 shares (28.85%)
  • Ramana Murthy A.V. (Seller-4, Public) - selling 1,65,210 shares (3.34%)

Manager to Offer: Navigant Corporate Advisors Limited

Registrar to Offer: Venture Capital & Corporate Investments Private Limited

Buying Broker: Allwin Securities Limited

Escrow Bank: Axis Bank Limited

Financial Arrangements

  • Acquirers have deposited Rs. 130.00 lakhs in escrow with Axis Bank Limited
  • No borrowed funds required for the offer
  • Net worth certifications provided for all acquirers:
  • Yoga Builders: Rs. 22,000.74 lakhs (as of 28 Feb 2026)
  • Scaffold Properties: Rs. 12,478.84 lakhs (as of 28 Feb 2026)
  • MDK Properties: Rs. 13,881.04 lakhs (as of 28 Feb 2026)

Capital Structure Impact

  • Pre-offer promoter holding: 49.48% (24,51,000 shares)
  • Post-offer acquirer holding (assuming full acceptance): 78.81% (39,04,198 shares)
  • Yoga Builders: 49.96% (24,74,998 shares)
  • Scaffold Properties: 14.43% (7,14,600 shares)
  • MDK Properties: 14.43% (7,14,600 shares)
  • Minimum Public Shareholding: Acquirers undertake to maintain at least 25% public shareholding as required under SEBI LODR Regulations

Purpose and Rationale

The open offer is being made pursuant to substantial acquisition of shares (52.81% through SPAs) accompanied with change in control of TMT (India) Limited. The acquirers intend to:

  • Continue the existing business of TMT (civil construction, though currently no revenue from operations)
  • Potentially diversify business activities in future with shareholder approvals
  • Exercise effective control over the target company
  • Leverage benefits of a listed platform
  • Not delist the company

Risk Factors

Relating to the Offer:

  • Possibility of proration in case of oversubscription
  • Potential delays due to non-receipt of statutory approvals (though none required as of date)
  • Withdrawal circumstances under Regulation 23(1) of SEBI (SAST) Regulations
  • Shares tendered will be locked during offer period with market price fluctuation risk
  • NRI/OCB holders must obtain RBI approvals for participation
  • Completion risks including non-receipt of SEBI approvals or injunctions

In Association with Acquirers:

  • No assurance regarding market price during or after offer period
  • No assurance regarding financial performance of target company

Target Company Financial Information (Audited)

As of March 31, 2026:

  • Revenue from Operations: Rs. 4.70 lakhs
  • Total Income: Rs. 18.73 lakhs
  • Loss After Tax: Rs. (9.03) lakhs
  • Net Worth: Rs. (658.90) lakhs (negative)
  • Earnings Per Share: Rs. (0.18)
  • Book Value Per Share: Rs. (13.30)

Shareholding Pattern (as of date):

  • Promoters: 49.48% (24,51,000 shares)
  • Public: 50.52% (25,02,800 shares)
  • Total Shareholders in Public Category: 5,961

Procedure for Acceptance

  • Offer to be implemented through BSE's Acquisition Window mechanism
  • Demat shareholders: Tendering through selling brokers with early pay-in
  • Physical shareholders: Submission of Form of Acceptance, original certificates, transfer deeds, and supporting documents to Registrar
  • Non-resident shareholders: Must submit RBI approvals along with application
  • No modification/cancellation of orders allowed during tendering period

Documents for Inspection

Available at Manager's office until offer closure:

  • Certificate of Incorporation and MOA/AOA of TMT India
  • Net worth certificates of acquirers
  • Annual reports of TMT India
  • Escrow agreement with Axis Bank
  • Share purchase agreements
  • Public announcement and detailed public statement
  • SEBI observation letter
  • Memorandum of Understanding between Manager and Acquirer