Business Context and Reporting Period
Company: Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (Telkom Indonesia)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: August 7, 2026
Subject: Spin-off Plan and Information Disclosure regarding the transfer of the Wholesale Fiber Connectivity Business Segment Phase 2 to PT Telkom Infrastruktur Indonesia (TIF), a controlled subsidiary.
Telkom Indonesia, a state-owned telecommunications provider, is executing a strategic transformation to separate its fiber infrastructure assets into a dedicated entity (TIF). This Phase 2 spin-off follows a previous Phase 1 and aims to optimize asset valuation, enhance operational efficiency, and support national digitalization goals. The transaction is structured as a non-liquidating spin-off where assets and liabilities transfer by operation of law to TIF in exchange for new shares issued to Telkom.
Key Financial Metrics
Transaction Valuation: Rp49,858,000,000,000 (approx. $3.1 billion USD at indicative rates, though filing uses IDR). This represents 33% of Telkom's equity as of December 31, 2025.
Telkom Indonesia Financials (Year Ended Dec 31, 2025):
- Total Revenue: Rp146,742 billion
- Operating Profit: Rp34,648 billion
- Net Profit (Attributable to Owners): Rp17,814 billion
- Total Assets: Rp287,759 billion
- Total Liabilities: Rp137,222 billion
- EBITDA Margin: 49%
- Net Profit Margin: 17%
- Current Ratio: 84%
- Liabilities to Equity Ratio: 91%
TIF Financials (Year Ended Dec 31, 2025):
- Total Revenue: Rp4,455 billion
- Net Profit: Rp541 billion
- Total Assets: Rp3,944 billion
- Net Cash Flow from Operating Activities: Rp427.43 billion
Spin-off Segment Financials (Phase 2 Business Unit, Year Ended Dec 31, 2025):
- Revenue: Rp22,720 billion
- Net Profit: Rp11,786 billion
- Total Assets: Rp29,153 billion
- Total Liabilities: Rp316 billion
Material Changes and Transaction Details
Transaction Structure: Telkom will transfer the Phase 2 Wholesale Fiber Connectivity Business Segment to TIF. In consideration, TIF will issue 498,580,000 new shares to Telkom at a nominal value of Rp100,000 per share. There is no cash payment involved.
Ownership Impact: Following the spin-off, Telkom's ownership in TIF will increase from 99.9999997% to 99.9999999%. The transaction does not alter the shareholding structure of Telkom's existing shareholders.
Accounting Policy Change: In 2025, Telkom retrospectively restated financials for 2023 and 2024 to classify drop cable assets as a separate component of telecommunications infrastructure. This adjustment increased reported non-current assets and equity for prior periods.
Pro Forma Impact: The spin-off is expected to have no immediate impact on Telkom's consolidated total assets, liabilities, or equity due to the nature of the transaction (transfer to a controlled subsidiary). However, it will significantly increase TIF's asset base from Rp3,944 billion to Rp33,097 billion pro forma.
Guidance, Outlook, and Risks
Strategic Rationale: The spin-off aligns with global trends of separating infrastructure assets to unlock value, improve transparency, and attract strategic partnerships. It supports Telkom's transformation into a strategic holding company.
Outlook: Management anticipates improved long-term performance and valuation multiples for the fiber assets. The move is expected to accelerate national broadband penetration and enhance service quality for customers.
Risks and Contingencies:
- Operational Integration: Risks regarding TIF's readiness to operate the segment, mitigated by change management plans and IT system refinements.
- Customer Transition: Potential disruption to service, mitigated by intensive coordination to ensure seamless contract transfers.
- Regulatory Approval: The transaction requires approval from the Minister of Law and a General Meeting of Shareholders (GMS).
- Creditor Objections: Creditors have until August 21, 2026, to object. If no objections are filed, approval is deemed granted.
Timeline: The GMS to approve the spin-off is scheduled for September 30, 2026. The Spin-off Deed is expected to be executed on the same date.
Key Facts for Investor Verification
- Transaction Value: Verify the Rp49.86 trillion valuation based on the independent appraisal report (KJPP NDR) dated June 2, 2026, which used a 70% Income Approach (DCF) and 30% Cost Approach weighting.
- Regulatory Compliance: Confirm the outcome of the creditor objection period (deadline August 21, 2026) and the subsequent GMS approval on September 30, 2026.
- Financial Restatements: Review the impact of the 2025 accounting policy change regarding drop cable assets on historical comparability of Telkom's financial statements.
- Pro Forma Consolidation: Understand that while the spin-off increases TIF's standalone size, Telkom's consolidated financial position remains largely unchanged immediately post-transaction due to the 99.9% ownership retention.
- Dividend Policy: Monitor future dividend policies of TIF, as the spin-off is intended to create a revenue growth engine for the Telkom Group.