TMT India Open Offer: Kothari Group Seeks 26% Stake at ₹10 for Control

Maximum consideration for the open offer is ₹1.29 crore; the offer price is ₹10 per share.

Open Offer Details

Three entities—Yoga Builders Private Limited, Scaffold Properties Private Limited, and MK Profinlease Private Limited—are making a mandatory open offer for TMT (India) Limited.

These acquirers, collectively part of the Kothari Group, aim to acquire up to 12,87,988 equity shares, representing 26.00% of the company's capital, at ₹10 per share. The total maximum consideration for this offer stands at ₹1.29 crore.

The open offer was triggered following the acquirers' prior purchase of a 52.81% controlling stake from existing promoters and a public shareholder on April 20, 2026, for ₹1 per share.

Significance for Shareholders and Company

The primary objective of this acquisition is to gain complete management control of TMT (India) Limited. This change in promoter status could signal a new strategic direction or operational overhaul for the diversified company.

For existing shareholders, the offer presents an opportunity to exit their investment at ₹10 per share, a price significantly higher than the prior acquisition price and potentially above the current market trading value.

TMT India's Diversified History

TMT India Ltd, incorporated in 1976, initially focused on developing indigenous paper machinery manufacturing technology. Over time, it diversified into various sectors including steel products, civil contract works, and commodity trading.

The current acquisition push by the Kothari Group entities (Yoga Builders, Scaffold Properties, MK Profinlease) marks a significant shift. These entities acquired a 52.81% stake for ₹1 per share on April 20, 2026, and had no prior shareholding in TMT India Ltd. This transaction triggered the current open offer, as they aim for full management control.

Key Implications of the Offer

• New Promoters: The acquirers are set to become the new promoters of TMT India Ltd upon successful completion of the open offer.
• Management Control: The intention is to secure complete management control, potentially leading to new leadership and strategic decisions.
• Shareholder Exit: Existing public shareholders have the option to tender their shares at ₹10 per share, providing a clear exit route.
• Strategic Shift: A change in control often heralds a revised business strategy, operational focus, or restructuring.
• Promoter Reclassification: Current promoters will likely be reclassified into the public shareholder category.

Potential Risks and Conditions

• Regulatory Approvals: The acquirers may withdraw the offer if necessary statutory approvals are refused.
• Escrow Account: Delays in obtaining approvals due to the acquirers' wilful default could lead to forfeiture of the escrow account deposit.
• Non-Resident Shareholders: These shareholders must provide applicable RBI approvals; failure to do so may result in rejection of tendered shares.
• Price Adjustment Clause: If acquirers purchase shares at a higher price within 26 weeks post-offer closure, they must pay the difference to tendering shareholders.
• Auditor Resignation: The company's statutory auditors resigned in December 2024.

Peer comparison

Finding direct peers for TMT India's specific situation, given its diversified business segments and current open offer scenario, is challenging. However, companies within the broader engineering and industrial machinery sector often undergo consolidation or ownership changes. TMT India's financial performance metrics, such as minimal revenue and historical losses, place it in a different category than larger, well-established players in these sectors.

Key Valuation and Financial Metrics

• The offer price of ₹10 per share is 48% higher than the certified fair value of ₹6.75 per share.
• The acquisition price paid by the acquirers to existing promoters was ₹1 per share, significantly lower than the current open offer price.
• TMT India's market capitalization stood at approximately ₹3.62 crore as of March 2026, while the net worth of the acquiring entities ranges from ₹124.79 crore to ₹220.01 crore.

Key Dates and Next Steps

• Monitor the opening of the open offer tendering period on June 12, 2026.
• Track the closing of the offer on June 25, 2026.
• Observe the payment of consideration to shareholders scheduled for July 10, 2026.
• Watch for any announcements regarding statutory approvals or regulatory compliance by the acquirers.
• Assess any strategic announcements or management changes post-completion of the offer.