Nature of the Event

TMT (India) Limited has received an open offer from three acquirer entities under SEBI SAST Regulations, 2011. The Committee of Independent Directors has provided their recommendations on the offer as required by Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Quantitative Figures

  • Open offer to acquire up to 12,87,988 equity shares of ₹10 each
  • Represents 26.00% of the total equity and voting share capital of TMT (India) Limited
  • Offer price: ₹10.00 per fully paid-up equity share payable in cash
  • Fair value certified by registered valuer: ₹6.75 per equity share

Dates of Action

  • Committee of Independent Directors meeting date: July 3, 2026
  • Valuation certificate date: April 20, 2026
  • Advertisement publication date: July 6, 2026
  • Disclosure submission date: July 6, 2026

Parties Involved

Acquirers:

  • Yoga Builders Private Limited (Acquirer-1)
  • Scaffold Properties Private Limited (Acquirer-2)
  • MDK Properties and Estates Private Limited (formerly known as MK Profinlease Private Limited) (Acquirer-3)

Target Company: TMT (India) Limited (BSE Code: 522171, CIN: L99999TG1976PLC002002)

Manager to the Offer: Navigant Corporate Advisors Limited

Committee of Independent Directors:

  • Chairperson: Sunitha Markonda (DIN: 07573986)
  • Member: Mahipal Reddy

Registered Valuer: Bhavesh M Rathod, Chartered Accountants (IBBI Registration No.: IBBI/RV/06/2019/10708)

Committee Recommendations and Rationale

The Committee of Independent Directors recommends acceptance of the open offer, considering it fair and reasonable based on:

1. The company has negative book value and negative profitability

2. The offer price of ₹10.00 per share is higher than the price to be paid by acquirers in the Share Purchase Agreement to sellers

3. The equity shares of TMT India are infrequently traded shares as per Regulation 2(j) of SEBI SAST Regulations

4. The offer price of ₹10.00 exceeds the fair value of ₹6.75 per share as certified by the registered valuer

The committee emphasizes that shareholders should independently evaluate the offer and make informed decisions.

Committee Member Disclosures

  • Both IDC members are independent directors of TMT India
  • Neither chairperson nor member holds any equity shares in the company
  • No trading has been done by IDC members in company securities
  • No relationship exists between IDC members and the acquirers
  • No independent advisors were consulted by the committee

Publication Details

The advertisement of the committee of independent directors was published on July 6, 2026 in:

  • Financial Express - English Daily (all editions)
  • Jansatta - Hindi Daily (all editions)
  • Pratahkal - Marathi Daily (Mumbai edition)
  • Mana Telangana - Hyderabad Daily (Telugu edition)

Financial Impact

The open offer represents a potential acquisition of 26% of the company's equity at ₹10 per share, totaling approximately ₹1.29 crore for 1,287,988 shares. The committee has determined this price to be fair based on the company's financial condition and independent valuation.

#TMTIndia #OpenOffer #SEBISAST #RegulatoryCompliance #M&A