Description

SEBI order regarding exemption application by Vijay Lakshmi Praturi from takeover regulations for proposed acquisition of 30,00,000 equity shares and 40,00,000 convertible warrants in Telecanor Global Limited through preferential allotment.

Summary

SEBI has received an application from Ms. Vijay Lakshmi Praturi, promoter of Telecanor Global Limited (BSE listed), seeking exemption from sub-regulations (1) and (2) of regulation 3 and regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The exemption is sought for the proposed acquisition of 30,00,000 equity shares and 40,00,000 convertible share warrants on preferential basis. Post-acquisition, the promoter’s shareholding will increase from 13.31% to 42.39%, while total promoter group holding will increase from 22.99% to 47.88%.

Key Points

  • Application filed on April 01, 2025, with subsequent submissions on July 02, August 05, and August 26, 2025
  • Target Company: Telecanor Global Limited, incorporated under Companies Act 1956, listed on BSE
  • Registered office: CS-1, 6-3-626, Parameshwar Anand Nagar, Khairabad, Hyderabad, Telangana - 500004
  • Current paid-up equity share capital: INR 11,05,79,140 divided into 1,10,57,914 equity shares of INR 10 each
  • Additional 3,33,000 partly paid-up equity shares exist
  • Fully diluted equity shares: 1,13,90,914 shares
  • Proposed Acquirer currently holds 15,16,366 shares (13.31%)
  • Co-promoter Marutiram Praturi holds 11,02,348 shares (9.68%)
  • Total current promoter holding: 26,18,714 shares (22.99%)
  • Public shareholding: 87,72,200 shares (77.01%)

Regulatory Changes

No regulatory changes introduced. This is an exemption application under existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, specifically seeking relief from:

  • Sub-regulations (1) and (2) of Regulation 3
  • Regulation 4

The application is filed under Sub-section (1) of Section 11 and Clause (h) of Sub-section (2) of Section 11 of the SEBI Act, 1992 read with Sub-regulation (5) of Regulation 11 of the Takeover Regulations.

Compliance Requirements

The proposed transaction involves:

  • Preferential allotment of 30,00,000 equity shares to the Proposed Acquirer
  • Preferential allotment of 40,00,000 convertible share warrants to the Proposed Acquirer
  • Compliance with preferential allotment provisions under applicable regulations
  • Exemption approval from SEBI required before proceeding with the transaction

Important Dates

  • April 01, 2025: Initial application filed
  • July 02, 2025: Further submission made
  • August 05, 2025: Additional submission made
  • August 26, 2025: Final submission made
  • June 30, 2025: Reference date for shareholding pattern as per BSE website
  • October 03, 2025: Order date

Impact Assessment

Shareholding Impact:

Promoter Group:

  • Vijay Lakshmi Praturi’s holding will increase from 15,16,366 shares (13.31%) to 85,16,366 shares (42.39%)
  • Marutiram Praturi’s holding remains unchanged at 11,02,348 shares but percentage decreases from 9.68% to 5.49% due to dilution
  • Total promoter holding increases from 26,18,714 shares (22.99%) to 96,18,714 shares (47.88%)

Public Shareholders:

  • Public shareholding increases from 87,72,200 shares to 1,04,72,200 shares
  • Public shareholding percentage decreases from 77.01% to 52.12% due to preferential allotment
  • Resident individual shareholders holding increases from 81,95,158 to 98,95,158 shares

Market Impact:

  • Significant change in control structure with promoter crossing 40% threshold
  • Preferential allotment will dilute existing public shareholders’ percentage holding
  • Transaction subject to SEBI exemption approval from mandatory open offer requirements
  • Convertible warrants represent future potential dilution upon conversion

Impact Justification

Company-specific takeover exemption matter affecting promoter shareholding structure in Telecanor Global Limited, with promoter stake increasing from 13.31% to 42.39%