Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-DL-E-22092025-266290
EXTRAORDINARY
PART II—Section 3—Sub-section (i)
PUBLISHED BY AUTHORITY
No. 613]
NEW DELHI, FRIDAY, SEPTEMBER 19, 2025
14 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II-SEC. 3(i)]
MINISTRY OF COMMUNICATIONS
(Department of Telecommunications)
New Delhi, the 19 September, 2025
G.S.R. 690(E).—The following draft rules, which the Central Government proposes to make in
exercise of the powers conferred by sub-section (1) and sub-section (5) of section 3 read with clause (a) and
clause (c), to sub-section (2) of section 56 of the Telecommunications Act, 2023 (44 of 2023), are hereby
published for the information of all persons likely to be affected thereby and notice is hereby given that the said
draft rules shall be taken into consideration after the expiry of a period of thirty days from the date on which
copies of this notification as published in the Official Gazette, are made available to the public;
Objections or suggestions, if any, may be addressed to the Joint Secretary (Telecom), Department of
Telecommunications, Ministry of Communications, Government of India, Sanchar Bhawan, 20, Ashoka Road,
New Delhi-110001;
The objection or suggestion which may be received from any person with respect to the said draft rules
before the expiry of the aforesaid period shall be taken into consideration by the Central Government.
CHAPTER 1: PRELIMINARY
1. Short title, commencement and savings
(1) These rules may be called the Telecommunications (Regulation of Restructuring or Acquisition of
Authorised Entities) Rules, 2025.
(2) They shall come into force on the date of their publication in the Official Gazette.
(3) These rules shall be in supersession of Guidelines for Transfer/Merger of various categories of
Telecommunication service licences/authorisation under Unified Licence (UL) on compromises, arrangements
and amalgamation of the companies, 2014, but shall not override the terms and conditions in respect of transfer
or merger which have been undertaken pursuant to those guidelines.
2. Definitions
(1) In these rules, unless the context otherwise requires,
(a) "access service” shall have the same meaning as provided under the main telecommunication
service rules;
(b) "acquirer" means any person who, directly or indirectly, acquires or agrees to acquire whether
by himself, or through, or with persons acting in concert with him, shares or voting rights in, or
control over an authorised entity;
(c) "acquisition" means directly or indirectly, acquiring or agreeing to acquire shares or voting
rights in or control over an authorised entity.
Explanation:
(i) Any acquisition, irrespective of number of equity shares being acquired, which
would result in a change in control, shall be an acquisition that would have to comply with
these rules.
(ii) Any acquisition of shares of authorised entities listed on a stock exchange, that are
undertaken through transactions on a stock exchange, shall not be considered as an
acquisition for the purposes of these rules unless: (i) such transactions are considered as
substantial acquisition in terms of and governed by the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended from
time to time), or (ii) such transaction would result in a change in control of an authorised
entity;
(d) "Act" means the Telecommunications Act, 2023 (44 of 2023);
(e) "area of operation" shall have the same meaning as provided under Telecommunications
(Authorisation for Telecommunication Network) Rules, 2025;
(f) "authorisation" means, for the purposes of these rules, both (i) the authorisation granted under
the Act, and (ii) license issued under the Indian Telegraph Act, 1855, as the case may be;
(g) "authorisation rules" means the rules notified under clauses (a) and (b) of sub-section (1) of
section 3 of the Act governing grant of authorisations for provision of telecommunication service or
establishment, operation, maintenance or expansion of telecommunication network;
(h) "authorised entity" means, for the purposes of these rules, both (i) an entity granted an
authorisation under the Act and (ii) a licensee, as the case may be;
(i) "broadcasting services" shall have the same meaning as provided under the main
telecommunication service rules;
(j) "control" includes the right to appoint majority of the directors or to control the management
or policy decisions exercisable by a person or persons acting individually or in concert, directly or
indirectly, including by virtue of their shareholding or management rights or shareholders agreements
or voting agreements or in any other manner:
Provided that a director or officer of an authorised entity shall not be considered to be in control over
an authorised entity merely by virtue of holding such position;
(k) "DOT" means the Department of Telecommunications, Ministry of Communications,
Government of India which is the department of the Central Government that grants authorisations
and assigns spectrum under the Act and had issued licenses under the Telegraph Act, and shall include
any successor department, as applicable.
(l) "disinvestment" means the direct or indirect sale by the Central Government or any State
Government or by a government company as the case may be, of shares or voting rights in or control
over an authorised entity or of shares or voting rights in, or control over the relevant authorised entity
which is a public sector undertaking of the Central Government or any State Government;
(m) "foreign direct investment" means foreign direct investment as defined under paragraph (r) of
rule 2 of the Foreign Exchange Management (Non-debt Instrument) Rules, 2019;
(n) "foreign investment” means the direct and indirect foreign investment;
(o) "form" means a form specified by the DOT from time to time;
(p) "indirect foreign investment” means foreign investment as defined under paragraph (i) of sub-
rule (7) of rule 23 of the Foreign Exchange Management (Non-debt Instrument) Rules, 2019;
(q) “internet service” shall have the same meaning as provided under the main telecommunication
service rules;
(r) "licensee” means an entity holding a license, registration or permission issued under the
Telegraph Act, 1885;
(s) "main telecommunication service rules" means the Telecommunications (Authorisation for
Provision of Main Telecommunication Services) Rules, 2025;
(t) "Machine to Machine (M2M) service" shall have the same meaning as provided under the
main telecommunication service rules;
(u) "network service operator” or “NSO" shall have the same meaning as provided under the
main telecommunication service rules.
(v) "pending amounts" means all amounts payable under the terms and conditions of a relevant
authorisation, including self assessment amounts payable under a license or under the Telegraph Act,
whether or not any demand has been raised in respect of the same and includes license fee dues, SUC
charges and any other dues, interest, default interest, liquidated damages, penalties, any amounts
payable pursuant to any judicial order or arbitration award, disputed amounts, and amounts demanded
by the DOT but not paid on account of any court order;
(w) "portal" means the portal notified by the DOT under rule 17 of these rules;
(x) "prohibited investor" shall have the meaning as provided under the main telecommunication
service rules;
(y) "promoter" shall have the same meaning as provided under sub-section (69) of section 2 of
Companies Act, 2013;
(z) "relevant area" means, the service area or area of operation, as the case may be, in respect of
which an authorised entity that is the subject matter of an acquisition or restructuring under these
rules, holds authorisation;
(aa) "restructuring" means any merger, demerger, compromise, arrangement, amalgamation or
restructuring of an authorised entity under Chapter XV of Companies Act, 2013;
(bb) "resulting entity" means the entity resulting from the restructuring, and includes more than
one resulting entity, as the context requires;
(cc) "scheme" means a scheme for restructuring of an authorised entity;
(dd) "service area" shall have the same meaning as provided under the main telecommunication
service rules;
(ee) "Telegraph Act" means the Indian Telegraph Act, 1885 (13 of 1885);
(ff) "tribunal" shall have the same meaning as provided under sub-section (90) of section 2 of the
Companies Act, 2013; and
(gg) "virtual network operator” or “VNO” shall have the same meaning as provided under the main
telecommunication service rules.
(2) Words and expressions used and not defined herein but defined in the Act, the Companies Act, 2013 or
the authorisation rules shall have the same meaning assigned to them therein.
3. Applicability and obligation to ensure compliance
(1) These rules are applicable to an authorised entity that: (a) has been granted an authorisation under the
main telecommunication service rules, or (b) is a licensee providing a telecommunication service and has
exercised its right under sub-section (6) of section 3 of the Act, to continue to operate under the terms and
conditions under such license.
Provided that rule 5, rule 11, rule 12 and rule 14 shall only apply to any restructuring or acquisition of an
authorised entity that is having a turnover of more than rupees fifty crores.
Explanation: For the purposes of this rule, the turnover of the relevant entity shall be determined in accordance
with the latest audited financial statements available immediately prior to the relevant time when the criteria of
turnover specified in this rule is to be applied to the relevant entity.
(2) The DOT may by notification, from time to time, extend the applicability of these rules to authorised
entities holding any other authorisation for telecommunication services or telecommunication networks.
(3) These rules shall not apply to:
(a) any restructuring or acquisition that is either: (i) a part of a disinvestment, or (ii) pursuant to
exercise by lenders of their rights under any security interest created in their favour and as may be
prescribed under section 45 of the Act by the DOT;
(b) any acquisition or restructuring of authorised entities providing broadcasting services:
Provided that a person, providing broadcasting services together with any other category of telecommunication
services, as specified in the authorisation rules, shall not be exempted from these rules.
(4) The provisions of these rules shall be deemed to be the part of terms and conditions of the authorisation
and assignment held by each authorised entity.
(5) The authorised entity, as well as each of its promoters, shall ensure that any restructuring or acquisition
of such entity occurs in compliance with the provisions of these rules.
(6) Any default in compliance with these rules shall be considered a breach of the terms and conditions of
authorisation or assignment of the authorised entity, and shall be dealt in accordance with the
Telecommunications (Adjudication and Appeal) Rules, 2025.
(7) Any default in compliance with these rules shall also result in joint and several liability of each of the
promoters of the relevant authorised entity, and if any or all of the promoters received consideration from any
person as a result of restructuring or acquisition carried out in breach of these rules, such promoters shall be
jointly and severally liable to pay the DOT the entirety of such amount received.
Provided that where the promoters can demonstrate through relevant evidence that the acquisition or
restructuring was undertaken on the basis of the following factors: (a) advice of relevant advisors, (b)
undertaking legal due diligence and (c) obtaining written opinion from an advocate practising in India, that the
acquisition or restructuring proposed is in compliance with these rules, such evidence shall be considered as a
mitigating factor under clause (h) of sub-section (3) of section 32 of the Act;
Provided further that, no promoter shall be held liable under these rules, unless such promoter has been given
reasonable opportunity of being heard.
Explanation: Where an acquisition or restructuring that has occurred in breach of these rules, then: (a) the
persons who were promoters at the time of the relevant restructuring or acquisition being undertaken and (b) the
persons who become promoters as a result of the relevant restructuring or acquisition, shall be jointly and
severally liable.
(8) An authorised entity shall also comply with notifications, orders, directions, or guidelines, not
inconsistent with these rules, issued by the Central Government for the purpose of giving effect to these rules.
CHAPTER 2: REGULATION OF SHAREHOLDING AND CONTROL OF AUTHORISED ENTITY
4. Disclosure of direct and indirect shareholding and control
An authorised entity undergoing restructuring or acquisition shall be fully compliant with the obligations set
forth below:
(a) submission, in the form and manner as may be specified by the DOT, of details and
information relating to its shareholders as required under the authorisation rules;
(b) the total foreign investment in the paid up capital of the authorised entity does not exceed the
ceiling determined by the Central Government for this purpose and ensure compliance with the terms
and conditions applicable to such foreign investment and the terms and conditions of authorisation;
(c) the foreign direct investment into authorised entity is made in accordance with the applicable
laws and policy governing such investment and after obtaining the required approvals; and
(d) there is no direct or indirect investment by a prohibited investor as stipulated under the
authorisation rules.
CHAPTER 3: REGULATION OF RESTRUCTURING AND ACQUISITION OF AUTHORISED
ENTITIES
5. Need for prior written approval of DOT
(1) An authorised entity having turnover of more than rupees fifty crores as specified under sub-rule (1) of
rule 3, shall require prior written approval of the DOT as provided herein in respect of any proposed
restructuring or acquisition.
(2) An application for seeking prior written approval of the DOT for any proposed restructuring or
acquisition shall be submitted:
(a) in the case of a restructuring, by the relevant authorised entity that intends to undertake the restructuring and,
(b) in case of acquisition, either by the relevant authorised entity that is the subject of such proposed acquisition
or by the proposed acquirer, in the form and manner, subject to payment of fees, as may be specified by the
DOT for this purpose:
Provided that, in the event DOT does not communicate its queries, objections or rejection, nor does it
communicate its written approval within a period of sixty days from the date of submission of application under
sub-rule (2), the relevant application shall be deemed to have been approved.
(3) If an application under sub-rule (2) is submitted by a proposed acquirer and not the authorised entity,
the following provisions shall apply:
(a) DOT shall provide notice of such application to the authorised entity and require such entity to
submit its consent or objection to the application within fourteen days of issuance of such notice;
(b) In the event the authorised entity submits an objection to the proposed application, it shall
provide its reasons in writing for such objection;
(c) Upon receiving the objections and reasons for the same, DOT shall issue notice for a common
consultation with the proposed acquirer and the authorised entity and based on the submissions made
in such consultation, DOT shall determine, within a period of fourteen days from such consultation,
whether the application should be proceeded for further consideration, or rejected, with reasons for
such rejection.
(4) An applicant, while submitting its application under sub-rule (2), shall submit all such information and
supporting calculations and relevant documents as may be specified by DOT for this purpose, which shall
include:
(a) details of all disputes pending adjudication before any adjudication officer or court of
competent jurisdiction;
(b) effect on market share as a result of the proposed acquisition or restructuring and whether rule
6 would be applicable, with supporting calculation certified by a statutory auditor;
(c) effect on spectrum holding as a result of the proposed acquisition or restructuring, and
whether the limit prescribed under rule 7 would be maintained or exceeded, along with supporting
calculation certified by a statutory auditor;
(d) whether provision of rule 8 is applicable and if so, evidence of compliance with its
requirements;
(e) total spectrum holding after the proposed restructuring or acquisition is completed, in
accordance with provision of rule 9; and
(f) any pending amounts payable and confirmation whether any court order injuncting payment
as provided in rule 10 is applicable or not and if applicable provide a copy of the such order together
with the irrevocable on demand bank guarantee in accordance with rule 10, with supporting
calculation certified by the statutory auditor of such entity.
(5) An authorised entity undergoing restructuring, shall submit to the DOT, a copy of the scheme as has
been approved by the Board of Directors of the authorised entity and the shareholders, prior to initiation of the
process of restructuring before the tribunal, and no process for such restructuring shall be initiated before the
tribunal without the prior written approval of the DOT to the proposed scheme provided under these rules.
(6) The DOT may, while approving restructuring or acquisition of an authorised entity, specify such terms
and conditions as it may deem fit, including lock-in period during which the equity shares of the authorised
entity, shall not be directly or indirectly transferred.
(7) The authorised entity shall amend the scheme, to reflect the terms and conditions, if any, that may be
stipulated by DOT under sub-rule (6) above, before submitting the same to the tribunal for initiating the process
of restructuring.
6. Acquisition or restructuring cannot result in concentration of market share
(1) No acquisition or restructuring can result in any authorised entity, obtaining more than fifty percent
market share for relevant telecommunication service or telecommunication network, within a service area or
area of operation, as the case may be.
(2) In the event an acquisition or restructuring would result in an authorised entity obtaining more than
fifty percent market share for the relevant telecommunication service or telecommunication network, within any
service area or area of operation, as the case may be, then such authorised entity, shall reduce its market share
for the relevant telecommunication service or telecommunication network within the service area or area of
operation, as the case may be, to less than fifty percent within a period of one year from the date of completion
of acquisition, or approval of the scheme by the tribunal, as applicable.
(3) For the purposes of sub-rule (1) and (2) above:
(a) the "market share" for the relevant telecommunication services or telecommunication
networks shall be determined on the basis of user base or revenue base of the authorised entity or both
as specified in this rule, in the relevant area and for computing which:
(b) (i) the duly audited AGR shall be the basis of computing revenue based market share for
authorised entities in the relevant area, and the reference date for duly audited AGR for this
purpose, shall be 31st March of the preceding financial year, and
(ii) for the purposes of computing market share based on user base, exchange data
records (EDR) or equivalent shall be used in the calculation of wireline users, and visitor
location register (VLR) data or equivalent shall be used in the calculation of wireless users.
Explanation: The reference date for taking into account EDR or VLR data or equivalent shall
be 31st December or 30th June of each year depending on the date of application for approval;
the "market share" in respect of:
(i) access service, internet service, or M2M service, shall be determined by considering
both, i.e. user base as well as revenue base, of the authorised entity;
(ii) any other telecommunication services, authorised under the main telecommunication
service rules, shall be determined by considering revenue base of the authorised entity; and
(iii) any other telecommunication services or telecommunication networks, notified under
sub-rule (2) of rule 3, shall be determined by considering revenue base of the authorised
entity, unless otherwise specified by the DOT.
(c) If a NSO or its material shareholder, as defined in clause (a) of sub-rule (3) of rule 15 of
Telecommunications (Authorisation for Provision of Main Telecommunication Services) Rules, 2025,
is also material shareholder of a VNO, then the market share of such NSO in the relevant area, shall
be computed by adding the market share of such VNO in the relevant area.
(d) If a VNO or its material shareholder, as defined in clause (a) of sub-rule (3) of rule 15 of
Telecommunications (Authorisation for Provision of Main Telecommunication Services) Rules, 2025,
is also material shareholder of a NSO, then the market share of such VNO in the relevant area, shall
be computed by adding the market share of such NSO in the relevant area.
7. Resulting spectrum holding cannot exceed specified limits
(1) Authorised entities shall ensure that no restructuring or acquisition results in an authorised entity's total
access spectrum holding exceeding the spectrum cap within a service area or area of operation, as the case may
be, as stipulated in the applicable NIA.
Explanation: For the purpose of this rule,
“applicable NIA” means the last available notice inviting application published by the DOT for auction of
spectrum, immediately prior to:
(i) in case of: (a) restructuring covered by provisions of the proviso to sub-rule (1) of rule 3, the
date of submission of the relevant application to the DOT; and (b) in all other cases of restructuring,
the date on which the tribunal approves the scheme;
(ii) in case of an acquisition, the date of submission of application seeking prior written approval
of the DOT under rule 5, where applicable, or, the date of offer for acquisition being issued by the
acquirer.
(2) If, as a result of restructuring or acquisition, the total access spectrum held by the relevant authorised
entity exceeds the limits prescribed in sub-rule (1) above, the relevant authorised entity shall implement access
spectrum management measures, including through trading of spectrum as permitted under applicable rules:
Provided that if, at the end of eleven months of the approval being granted by the tribunal, the relevant
authorised entity continues to hold total access spectrum beyond the limit specified under sub-rule (1), the
relevant authorised entity shall vacate the excess access spectrum by: (a) submitting to the DOT an application
for vacating the excess access spectrum and (b) making payment of all amounts due and payable by it under the
terms of the relevant spectrum assignment for the entire duration of such assignment, prior to the completion of
twelve months of the approval being granted by the tribunal.
Provided further that, no refund or set off of price or charges or monies paid or payable, shall be made by the
DOT to the relevant authorised entity and neither would any other monetary obligation arise or be applicable on
the DOT in respect of vacation of such excess access spectrum.
(3) The limitations specified in sub-rule (1) and (2) shall not be applicable to spectrum other than access
spectrum, that may be held by an authorised entity:
Provided that the relevant authorised entity shall have the obligation to make payments of all amounts that are to
be paid for the assignment in accordance with the terms and conditions of the such assignment.
8. Liberalisation of access spectrum
(1) Where an authorised entity is holding access spectrum which had been either administratively assigned
to it, or was assigned to it against an entry fee paid for a license under the Telegraph Act, the applicant shall,
prior to making an application for written approval for restructuring or acquisition under these rules, ensure that
the process of liberalisation of such access spectrum has been completed in accordance with rules, if any,
notified under section 6 of the Act or any other notification, order, direction, or instruction, as issued by the
DOT in this regard.
(2) The obligation under sub-rule (1) shall also be complied with by an authorised entity having a turnover
of less than fifty crores, prior to such entity undertaking any restructuring or acquisition.
9. Payment of spectrum charges on total spectrum holding
(1) An applicant submitting an application for written approval of a proposed restructuring or acquisition
under these rules, shall together with its application also submit its computation of the total spectrum holding
that the authorised entity shall hold once the proposed restructuring or acquisition is completed.
(2) An authorised entity or proposed acquirer, as the case may be, having a turnover of less than fifty
crores, shall also, prior to undertaking any restructuring or acquisition, submit to the DOT, in the form and
manner specified for this purpose, computation of the total spectrum holding that the authorised entity shall hold
once the proposed restructuring or acquisition is completed.
(3) The DOT shall, on submission of details as specified under sub-rule (1) or sub-rule (2), calculate and
specify to the authorised entity or proposed acquirer, as the case may be, the spectrum charges that would be
applicable on the total spectrum holding vested with the relevant authorised entity after the proposed
restructuring or acquisition is completed, and specify the time schedule for such payment.
(4) The authorised entity or proposed acquirer, as the case may be, shall pay to the DOT, the spectrum
charges calculated on the total spectrum holding that would be vested with the authorised entity after the
proposed restructuring or acquisition in accordance with the time schedule specified for this purpose.
10. Payment of all pending amounts
(1) Where an authorised entity, that is the subject matter of restructuring or acquisition, has any pending
amounts payable to the DOT, then any written approval for such proposed restructuring or acquisition may be
provided subject to payment of all such dues, as determined by the DOT, together with applicable interest
calculated based on the rate stipulated for delayed payment under the relevant authorisation read with the
authorisation rules, except, where there is an order of the court injuncting the payment of such amounts, the
requirements as specified under sub-rule (2) shall be complied with.
(2) In circumstances where there is a judicial order injuncting payment of the pending amounts, an
applicant submitting an application for written approval for the proposed restructuring or acquisition, shall: (a)
submit an undertaking to make the payment of the pending amounts together with all interest thereon, subject to
the outcome of the pending court proceedings, and (b) provide and maintain an irrevocable on-demand bank
guarantee in favour of the DOT for an amount equivalent to the total pending amount together with interest
calculated for a period of three years from the date of submission of application, at the rate stipulated in the
relevant authorisation for late payment thereon:
Provided that the said bank guarantee shall be maintained for the period that the relevant court proceedings
remain pending and shall be encashed to recover the relevant pending amounts if the outcome of the pending
proceedings is in favour of the DOT;
Provided further that where the relevant judicial order continues for more than three years from the time of
submission of the bank guarantee under this rule, then six months prior to the expiry of three year period used
for calculation of the amount of the bank guarantee, the authorised entity shall submit the bank guarantee for an
aggregate amount increased by an amount equal to interest for additional period of next three years.
(3) The DOT may at any time, including at the time of reviewing any application for written approval filed
under these rules or even after the relevant acquisition or restructuring has been completed, ascertain whether
there are any pending amounts payable and the relevant authorised entity or resulting entity shall have the
obligation to make the payment of such amounts as determined.
(4) The provisions of sub-rules (1) to (3) shall also apply to an authorised entity having a turnover of less
than fifty crores, prior to such entity undertaking any restructuring or acquisition.
11. Particulars of a scheme
An authorised entity shall ensure that the scheme for a proposed restructuring, in order to be considered for
approval by the DOT under these rules, shall provide for the following:
(a) a period of one year from the date of approval of such scheme by the tribunal, for transfer of
the authorisation or issuing of a new authorisation, as the case may be, to the resulting entity pursuant
to the scheme in all the service areas or areas of operation, as the case may be, that the authorised
entity is operating in;
(b) undertaking that till such time the authorisation is transferred or new authorisation is issued, as
the case may be, to the resulting entity, such entity shall be deemed to be providing the
telecommunication services under the authorisations held by the authorised entity at the time of
submission of the scheme to the tribunal;
(c) disclosure of whether any lock-in period from any auction of spectrum, as stipulated in the
relevant NIA, that the authorised entity may have participated in is applicable, in which case, such
lock-in period shall continue to be applicable in respect of any fresh equity shares that may be issued
in respect of the resulting entity;
(d) disclosure of and provision of an undertaking of compliance with the cross holding limitation
stipulated in applicable rules, as well as details of any cross holding, if any, in other authorised
entities;
(e) disclosure of the authorisations held by the authorised entity seeking restructuring or
acquisition, together with details of the telecommunication services or telecommunication networks
under such authorisation, as well as the telecommunication services or telecommunication networks of
the resulting entity;
(f) disclosure of the access spectrum assigned to the authorised entity and the total access
spectrum that may be held by the resulting entity in the various service areas or areas of operation, as
the case may be, after the proposed restructuring is completed;
(g) undertaking that the resulting entity shall comply with the Act and rules thereunder and all
applicable terms and conditions governing the provision of the telecommunication services or
telecommunication networks, and such terms and conditions as specified by the DOT under sub-rule
(6) of rule 5;
(h) disclosure as regards whether the total spectrum holding in the various service areas or areas
of operation, as the case may be, is in compliance with the limitations specified in rule 7 above; and
(i) whether any excess access spectrum would be held beyond the limits applicable in terms of
rule 7 that would require compliance with sub-rule (2) of rule 7 of implementing access spectrum
management measures, including through trading of spectrum or consequential vacations of any
excess access spectrum prior to the completion of twelve months of the approval being granted by the
tribunal.
12. Conditions for grant of approval for restructuring or acquisition of authorised entity
The DOT shall grant written approval for any proposed restructuring or acquisition of an authorised entity if:
(a) the draft scheme for restructuring has the undertaking that the resulting entity, shall comply
with the terms and conditions of the authorisation including the roll out obligations, if any;
(b) the authorised entity or the proposed acquirer, as the case may be, has submitted an
undertaking that: (i) it is not a prohibited investor, (ii) it complies with the eligibility criteria for grant
of authorisation stipulated in the applicable authorisation rules and submits the documents evidencing
such compliance, (iii) it submits an undertaking that it shall comply with the terms and conditions of
the authorisation;
(c) in case of acquisition or restructuring between two authorised entities, an undertaking is
submitted by such entities that: (i) both entities hold authorisations for the same type of
telecommunication services or telecommunication networks, as the case may be, or (ii) authorisation
held by one of the authorised entities covers within its scope and service area or area of operation, the
telecommunication services or telecommunication networks, as the case may be, which are part of the
authorisation held by the other authorised entity;
(d) the authorised entity which is the subject matter of the restructuring or acquisition, as the case
may be, has made payment of all pending amounts under the authorisation in accordance with sub-
rule (1) of rule 10, and where applicable, has submitted an undertaking and provided an on-demand
bank guarantee in accordance with sub-rule (2) of rule 10;
(e) the restructuring or acquisition is in compliance with rule 6; and
(f) the restructuring or acquisition would be in compliance with the other conditions stipulated in
these rules.
13. Transfer of the authorisation
(1) A resulting entity or the proposed acquirer shall as soon as possible, and no later than sixty days from
the date of approval by the tribunal, submit an application, in the form and manner, subject to payment of fees,
as may be specified, to the DOT, requesting for the transfer of the relevant authorisation or grant of new
authorisation to the resulting entity, in all the service areas or area of operation, as the case may be, that the
predecessor authorised entity was operating in.
(2) The DOT shall endeavour, to the extent reasonably practicable, to transfer relevant authorisation or
grant new authorisations, within sixty days of such application being made under sub-rule (1).
(3) In case of acquisition or restructuring between two authorised entities, transfer of authorisation as
applied for pursuant to sub-rule (1) above shall be granted only if: (a) such predecessor authorised entities were
holding authorisations for the same type of telecommunication services or telecommunication networks, as the
case may be, or (b) the authorisation that was held by one of the predecessor entities, covers within its scope and
service area or area of operation, the telecommunication services or telecommunication networks, as the case
may be, which are part of the authorisation held by the other authorised entity.
(4) In the event of restructuring of an authorised entity, the term of the authorisation transferred or granted
to the resulting entity, shall be equal to the higher of the remaining duration of the authorisations held by the
relevant authorised entities immediately prior to such restructuring:
Provided that, the period of assignment of spectrum shall remain unchanged.
(5) The provision of sub-rule (4) above, shall not apply to a restructuring whereby an authorised entity that
held an authorisation issued under the Telegraph Act, is restructured in any manner with an authorised entity
that has been issued an authorisation with a longer tenure under the Act.
CHAPTER 4: MISCELLANEOUS
14. Restructuring and acquisitions not covered by Chapter 3
Where an authorised entity having a turnover of more than fifty crores intends to undertake any transaction
including sale of assets which, directly or indirectly results in any one or more of the following in relation to
such authorised entity:
(a) change in control;
(b) transfer or sale of assets; or
(c) change in shareholding or voting rights;
then the prior written approval of the DOT shall be obtained before any such transaction is undertaken and the
provisions of these rules shall be applicable mutatis mutandis to such approval.
15. Reliance on statements, averments, representations and submissions
(1) Any submission or application under these rules, shall be processed by the DOT on the basis of the
statements, averments, representations and submissions made by the applicant and on the basis of the supporting
documents so provided.
(2) If, at any time, any of the statements, averments, representations or submissions made by an applicant
is found to be incorrect, any approvals, including deemed approvals, shall stand revoked ab initio.
16. Recovery of dues
Without prejudice to other modes of recovery, any amount due to the DOT by an authorised entity under these
rules, if not paid, shall be recovered as an arrear of land revenue.
17. Digital implementation of these rules
The DOT, in furtherance of section 53 of the Act, may notify one or more portals for the digital implementation
of these rules, including for submission of applications, forms, undertakings as may be required for regulation of
restructuring or acquisition of the authorised entity.
[No. 24-11/2025-UBB]
DEVENDRA KUMAR RAI, Jt. Secy.
Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi-110064
and Published by the Controller of Publications, Delhi-110054.
Digitally signed by GORAKHA
NATH YADAVA
GORAKHA
NATH YADAVA Date: 2025.09.22 15:29:00 +05'30"