Total Transport Systems Limited has called off the proposed sale of up to 81% of its shareholding in OneWorld Logistics Private Limited after the buyer failed to meet necessary conditions. The company informed the exchanges on May 30, 2026, that the disinvestment transaction could not be consummated because Moreshwar Corporation did not fulfil certain obligations contemplated under the term sheet within the agreed timelines. Consequently, the special resolution passed on January 05, 2026, authorizing the sale will not be acted upon as the underlying transaction is no longer being pursued.

Background of the Transaction

The company had previously intimated the exchanges regarding the proposed disinvestment on December 04, 2025, and January 05, 2026. OneWorld Logistics Private Limited is a wholly owned material subsidiary of Total Transport Systems Limited. The transaction aimed to divest up to 81% of the company's stake in this subsidiary to Moreshwar Corporation.

Reasons for Non-Consummation

The failure to complete the deal stems from the buyer's inability to satisfy specific conditions and obligations outlined in the term sheet. These conditions were required to be met within mutually agreed timelines. Since these prerequisites were not fulfilled, the agreement to proceed with the disinvestment was rendered void, leading to the decision to abandon the transaction.

Total Transport Systems Limited has confirmed that its promoters and promoter group did not encumber any shares during the financial year ended March 31, 2026. The disclosure, submitted to the National Stock Exchange of India Limited on April 06, 2026, complies with Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The declaration assures investors that there are no restrictions on the free and marketable title to shares held by the promoter group, which includes pledges, liens, or any other covenants.

The filing was made by Shrikant Damodar Nibandhe on behalf of all promoters and persons acting in concert. The confirmation encompasses 26 entities, comprising three individual promoters and 23 promoter group members or entities. The detailed list of promoters and promoter group members is provided in the annexure to the disclosure.

Promoter and Promoter Group Details

The following table outlines the status of share encumbrance for the promoters and promoter group members as of the financial year ended March 31, 2026:

The term "encumbrance" includes any restriction on the free and marketable title to shares, whether executed directly or indirectly, such as pledges, liens, negative liens, non-disposal undertakings, or any similar covenants. The Audit Committee of Total Transport Systems Limited has been marked as a copy to this disclosure.