SEC Filing Summary: Form 6-K
Business Context and Reporting Period
Company: Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (Telkom Indonesia)
Filing Date: December 11, 2025
Subject: Amendment and Additional Information Disclosure regarding the Partial Spin-Off of the Wholesale Fiber Connectivity Business and Assets to a controlled subsidiary, PT Telkom Infrastruktur Indonesia (TIF).
Reporting Period: The filing references audited financial statements for the years ended December 31, 2023, and December 31, 2024, and unaudited financial statements for the nine-month period ended September 30, 2025.
Key Financial Metrics
Transaction Value: The Wholesale Fiber Connectivity Business and Assets are valued at Rp35,787,258,000,000 (approx. Rp35.79 trillion), representing 22.02% of the Company's equity as of December 31, 2024.
Company Financial Highlights (9 Months Ended Sept 30, 2025 - Unaudited):
- Total Revenue: Rp109,617 billion
- Operating Profit: Rp29,173 billion
- Net Profit (Current Year): Rp20,595 billion
- EBITDA Margin: 50%
- Profit Margin: 19%
- Cash and Cash Equivalents (End of Period): Rp31,554 billion
- Total Assets: Rp291,897 billion
- Total Liabilities: Rp136,885 billion
TIF Financial Highlights (9 Months Ended Sept 30, 2025 - Unaudited):
- Total Revenue: Rp3,310.97 billion
- Net Profit: Rp324.15 billion
- Total Assets: Rp3,727.98 billion
Material Changes and Transaction Details
Spin-Off Structure: Telkom Indonesia will transfer specific wholesale fiber assets (Metro-Ethernet, SL-WDM, Access Network, Global Link, IP Transit) and related liabilities to TIF. In exchange, TIF will issue 357,872,580 new shares to Telkom Indonesia.
Ownership Impact:
- Pre-Spin-Off: Telkom Indonesia owns 99.999% of TIF.
- Post-Spin-Off: Telkom Indonesia's ownership in TIF will increase to 99.9999997%.
- Consolidated Impact: The transaction is a partial spin-off to a controlled subsidiary. At the consolidated level, the Company's financial highlights and key ratios remain unchanged as of December 31, 2024.
Valuation Methodology: The valuation was determined by an independent appraiser (KJPP Ruky, Safrudin & Rekan) using a weighted combination of the Discounted Cash Flow (DCF) method (70% weight) and the Adjusted Net Assets Method (ANAM) (30% weight).
Guidance, Outlook, and Risks
Strategic Rationale: The spin-off aims to unlock value by separating capital-intensive fiber infrastructure, improve operational efficiency, and align with global trends where operators carve out fiber assets to achieve premium valuation multiples.
Timeline:
- General Meeting of Shareholders (GMS): Scheduled for December 12, 2025.
- Deed of Spin-Off Signing: Targeted for December 18, 2025.
- Effective Date: Upon receipt of notification/approval from the Minister of Law regarding TIF's capital increase.
Risks and Contingencies:
- Licensing Risk: TIF is in the final stage of obtaining the Internet Access Gateway Service License (NAP) from the Ministry of Communication and Digital Affairs. If not issued by the effective date, TIF may face temporary regulatory constraints on recognizing revenue for NAP services, though service continuity is mitigated via reseller mechanisms.
- Operational Risk: Risks related to employee transfer, system integration, and contract novation are being managed through change management plans and customer engagement.
- Regulatory Compliance: The transaction is classified as a Material Transaction and an Affiliated Transaction under OJK regulations but is exempt from independent appraiser requirements and shareholder approval for the transaction itself due to the >99% ownership structure. However, shareholder approval is still sought for the spin-off plan under the Company Law.
Investor Verification Checklist
- Verify the outcome of the General Meeting of Shareholders scheduled for December 12, 2025, specifically regarding the approval of the spin-off plan.
- Confirm the issuance status of the Internet Access Gateway Service License (NAP) for TIF prior to the Spin-Off Effective Date.
- Review the final Deed of Spin-Off to confirm the exact list of assets and liabilities transferred.
- Monitor the post-spin-off financial reporting to ensure the separation of revenue streams between Telkom Indonesia and TIF is accurately reflected.
- Check for any creditor objections filed during the 14-day objection period following the October 21, 2025, newspaper announcement (filing states none were received).