TMT India open offer: ₹10 price for 26% stake in 2026

What changed at TMT (India) Limited

TMT (India) Limited (BSE: 522171) saw a change in control after a new promoter group led by Yoga Builders Private Limited acquired a controlling stake. Disclosures cited that the new promoter group includes Yoga Builders Pvt Ltd, Scaffold Properties Pvt Ltd, and MDK Properties and Estates Pvt Ltd, which was earlier known as MK Profinlease Pvt Ltd. The controlling stake acquired was disclosed at 68.21%, with public shareholding at 31.79% after the acquisition.

Alongside the control transaction, shareholders were offered an exit route through a mandatory open offer at a fixed price. The offer price was set at ₹10 per fully paid-up equity share (face value ₹10 each), and the open offer size was 12,87,988 equity shares representing 26.00% of the fully paid-up and voting share capital.

Off-market stake acquisition disclosure

Separately, a disclosure dated Aug 21, 2026 referred to MDK Properties and Estates Private Limited acquiring a 14.43% stake in TMT (India) Limited through an open offer. The same set of disclosures positioned the Yoga Builders-led group as the new promoters following the controlling stake acquisition.

The open offer itself was part of the regulatory process associated with a change in control and substantial acquisition. While the stake percentages were disclosed, the announcements did not indicate any operational change for the company linked to these procedural takeover steps.

The open offer terms and structure

The mandatory open offer targeted up to 12,87,988 equity shares, equal to 26.00% of TMT (India) Limited’s voting share capital. The offer price was fixed at ₹10 per share, payable in cash. On full acceptance, the maximum consideration for the open offer was disclosed as ₹1.29 crore (₹1,28,79,880).

The open offer was managed by Navigant Corporate Advisors Limited as the manager to the offer. Tendering was to be implemented through the BSE Acquisition Window mechanism, and shareholders were informed that they could tender shares through their brokers or apply via plain paper as described in the offer communication.

Independent directors’ view on the ₹10 offer price

A key procedural step was the recommendation by the Committee of Independent Directors (IDC) of TMT (India) Limited. The IDC met on July 3, 2026 and concluded that the open offer by Yoga Builders Private Limited, Scaffold Properties Private Limited, and MK Profinlease Private Limited (later referenced as MDK Properties and Estates Private Limited) was fair and reasonable.

The committee’s assessment was communicated to BSE Limited on July 03, 2026. The IDC noted that the offer price of ₹10 per share exceeded a certified fair value of ₹6.75 per share, based on a valuation report dated April 20, 2026. This recommendation was presented as guidance to shareholders deciding whether to tender into the offer.

How the takeover and open offer were triggered

The open offer was linked to Share Purchase Agreements executed on April 20, 2026. Under these SPAs, the acquirers were buying a 52.81% stake from the existing promoters. The disclosed SPA purchase price was Re. 1 per share for 26,16,210 shares (52.81% stake).

The disclosures described the open offer as a consequence of the substantial acquisition and the accompanying change in control. They also indicated that there were no material changes from the date of the public announcement in terms of the offer’s key conditions, apart from the timeline revision.

Revised schedule: offer window and payment dates

The open offer schedule was revised after SEBI observations, with the core financial terms remaining unchanged. The offer opened on July 8, 2026 and closed on July 21, 2026. Under the revised timetable, payment of consideration was scheduled for August 4, 2026.

The letter of offer was dispatched to shareholders on July 1, 2026. The Draft Letter of Offer was submitted to SEBI on May 5, 2026, and final observations were received on June 19, 2026.

Key dates and process milestones

The transaction disclosures provided a sequence of regulatory milestones from public announcement to post-offer reporting. The final report from the merchant banker was due on August 11, 2026.

Offer economics: consideration, escrow, and valuation reference

The maximum open offer outlay, assuming full acceptance, was disclosed at ₹1.29 crore. The acquirers also deposited ₹1.30 crore in an escrow account, described as exceeding 100% of the offer consideration.

A valuation reference was central to the IDC recommendation. The certified fair value cited was ₹6.75 per share (valuation report dated April 20, 2026), while the open offer price was ₹10.00 per share.

Company context mentioned in the disclosures

One disclosure note stated that the target company had nil revenue over FY24-26 and had a negative net worth. The same note framed the IDC’s endorsement as a procedural checkpoint, and it did not cite any operational risks or changes arising from the announcement.

TMT (India) Limited also disclosed a board meeting scheduled for May 29, 2026 to consider and approve audited financial results for the quarter and year ended March 31, 2026.

Market impact and what shareholders were told

The open offer provided a fixed exit price of ₹10 per share to eligible shareholders during the tendering window (July 8 to July 21, 2026). From a process standpoint, the IDC recommendation and the manager-to-offer communications were intended to help shareholders evaluate whether to tender.

The disclosures emphasised that the offer was mandatory and connected to a change in control. They also indicated the consideration for tendered shares was paid on July 27, 2026 in one disclosure, while the revised timetable mentioned August 4, 2026 as the scheduled payment date. Beyond these procedural points and price terms, the announcements did not provide operational guidance or forward business targets.

Why this open offer matters

For investors tracking control changes in microcap counters, the TMT (India) Limited case illustrates how SPAs, a change in promoter group, escrow funding, and an independent directors’ recommendation come together in the takeover framework. The open offer pricing also stood out because the IDC explicitly compared it to a lower certified fair value of ₹6.75 per share.

The sequence of SEBI filings and the revised dates show how regulatory observations can alter timelines without changing headline economics. The next formal milestone mentioned in the disclosures was the merchant banker’s final report due on August 11, 2026.

Conclusion

TMT (India) Limited’s change in control led to a mandatory open offer for 26.00% of the company at ₹10 per share, with the independent directors calling the price fair and reasonable versus a ₹6.75 valuation reference. The offer ran from July 8 to July 21, 2026 under a revised schedule, supported by an escrow deposit of ₹1.30 crore. Disclosures also cited that the new promoter group held 68.21% after acquisition, leaving public shareholding at 31.79%. The process timeline pointed to post-offer reporting, with the merchant banker’s final report due on August 11, 2026.