TMT India: Kothari group takes 68.21% control in 2026

Controlling stake shifts to three new promoters

Three entities led by Yoga Builders Private Limited have acquired a 68.21% controlling stake in TMT (India) Limited, becoming the company’s new promoters. The acquirer group also includes Scaffold Properties Private Limited and MDK Properties and Estates Private Limited, formerly known as MK Profinlease Private Limited. The transaction was executed through a Share Purchase Agreement (SPA) and a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The open offer was priced at ₹10 per fully paid-up equity share. The consideration for shares tendered in the open offer was paid on July 27, 2026.

The overall outcome was lower than the proposed level of acquisition. While the proposed acquisition was 78.81%, the final acquisition stood at 68.21% because fewer public shareholders tendered their shares in the open offer. As a result, the public shareholding in TMT (India) Limited remains at 31.79%. The open offer was not conditional upon any minimum level of acceptance, which meant the change in control could proceed even with lower participation.

Open offer details: 26% target, ₹10 per share price

The mandatory open offer was made to acquire up to 12,87,988 equity shares, representing 26.00% of the fully paid-up and voting share capital of TMT (India) Limited. The offer price was fixed at ₹10 per share, payable in cash. On full acceptance, the maximum consideration for the open offer was ₹1,28,79,880 (about ₹1.29 crore). The shares have a face value of ₹10 per share, as referenced in the open offer disclosures.

Navigant Corporate Advisors Limited acted as the Manager to the Offer. BSE Limited was named as the designated stock exchange for tendering shares in the open offer. The acquirers deposited ₹1.30 crore (₹130.00 lacs) in an escrow account with Axis Bank Limited, and the disclosures stated this escrow exceeded 100% of the total offer consideration. The offer was made to all public shareholders other than the acquirers, sellers, and the promoter and promoter group.

How the offer unfolded: key dates and regulatory steps

The open offer process referenced several regulatory milestones. The Share Purchase Agreements that triggered the open offer were executed on April 20, 2026, involving purchases from existing promoters or promoter group and a public shareholder. A Detailed Public Statement was published on April 27, 2026. The Draft Letter of Offer was submitted to SEBI on May 5, 2026, and SEBI’s final observations were received on June 19, 2026.

The Letter of Offer was dispatched to shareholders around the end of June, with disclosures noting dispatch completion on June 30, 2026, and also referencing July 1, 2026 in the process timeline. The open offer schedule was revised following SEBI observations. In the revised timeline, the offer opened on July 8, 2026, and closed on July 21, 2026. Disclosures also referenced an earlier schedule of June 12, 2026 to June 25, 2026, which was subsequently revised. The final report from the merchant banker is due on August 11, 2026.

Independent Directors Committee recommendation and valuation context

The Committee of Independent Directors (IDC) of TMT (India) Limited recommended that shareholders accept the open offer. The IDC’s recommendation was communicated to BSE Limited on July 3, 2026, and the recommendation was also published in newspapers on July 6, 2026. The committee opined that the offer price of ₹10 per share is in accordance with regulations prescribed in the Takeover Code and prima facie appears justified.

The recommendation also cited a valuation benchmark. The disclosures stated that the certified fair value was ₹6.75 per share as per a valuation report dated April 20, 2026. The IDC noted the offer price exceeds this certified fair value. This comparison was a key part of the formal recommendation provided to public shareholders evaluating whether to tender.

Tender participation lower than expected; public float stays at 31.79%

Even though the open offer was made for up to 26.00% of voting capital, the eventual outcome did not reach the proposed combined holding. The final acquisition was 68.21%, below the proposed 78.81%, because tender participation was lower. That directly resulted in a higher residual public shareholding of 31.79%.

In practical terms, this means the new promoter group obtained control but did not consolidate ownership to the extent initially contemplated. For investors tracking ownership concentration and liquidity, the continued public holding is a key data point. The disclosures also stated there were no competitive bids to this offer, meaning the process proceeded without a rival acquirer making a counter offer.

Company context highlighted in offer coverage

The offer coverage also flagged the company’s financial and trading status. It stated that the target company has nil revenue and negative net worth. It also referenced that TMT (India) Limited is in GSM Stage 4, a surveillance measure that can affect trading conditions. These points were presented as context for investor risk, alongside the change in control and the exit option created by the open offer price.

Summary table: transaction and offer snapshot

What investors can track next

From a process standpoint, the open offer timetable includes the merchant banker’s final report due on August 11, 2026. The disclosures also stated there were no material changes from the date of the Public Announcement. A copy of the Letter of Offer was made available on SEBI’s website and the manager’s website, and shareholders were allowed to tender through brokers, with an option to apply on plain paper as described.

With the acquisition completed at 68.21% and public shareholding at 31.79%, the key confirmed outcome is the change of control and promoter status. Any future operational or strategic changes would typically be disclosed by the company through exchange filings, but the open offer documents themselves focused on the mechanics, pricing, timelines, and compliance under the takeover rules.