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Chronology of Share Capital – GTL Infrastructure Ltd

Date of Issue/ Allotment / Forfeiture / CancellationShares Cumulative Mode of Allotment
04-02-200450,0000.005%50,0005,00,000Subscription to MA
30-Mar-052,49,50,0002.606%2,50,00,00025,00,00,000Further Allotment
31-Oct-0520,00,0000.209%2,70,00,00027,00,00,000Further Allotment
21-Nov-059,80,00,00010.237%12,50,00,0001,25,00,00,000Further Allotment
26-Nov-0580,00,0000.836%13,30,00,0001,33,00,00,000Further Allotment
01-Feb-061,60,00,0001.671%14,90,00,0001,49,00,00,000Preferential Issue
30-Jun-067,60,00,0007.939%22,50,00,0002,25,00,00,000FDI Allotment
06-Jul-0694,50,0000.987%23,44,50,0002,34,45,00,000FDI Allotment
13-Jul-067,47,8500.078%23,51,97,8502,35,19,78,500FDI Allotment
22-Nov-0615,49,5940.162%32,23,17,2563,22,31,72,560FCCB 2004 Conv. In. 1/2, Allot-01
05-Dec-0613,79,4280.144%32,36,96,6843,23,69,66,840FCCB 2004 Conv. In. 3/4/5, Allot-02
27-Dec-0669,55,0740.726%33,06,51,7583,30,65,17,580FCCB 2004 Conv. In. 6, Allot-03
23-Jan-073,72,9160.039%33,10,24,6743,31,02,46,740FCCB 2004 Conv. In. 7, Allot-04
08-Feb-073,62,0540.038%33,13,86,7283,31,38,67,280FCCB 2004 Conv. In. 8, Allot-05
23-Feb-075,42,5000.057%33,19,29,2283,31,92,92,280ESOP Conversion 1
23-Feb-0794,1340.010%33,20,23,3623,32,02,33,620FCCB 2004 Conv. In. 9, Allot-06
02-Mar-077,96,5190.083%33,28,19,8813,32,81,98,810FCCB 2004 Conv. In. 10-11, Allot-07
28-Apr-0735,26,4140.368%33,63,46,2953,36,34,62,950FCCB 2004 Conv. In. 12-13, Allot-08
11-May-0718,1020.002%33,63,64,3973,36,36,43,970FCCB 2004 Conv. In. 14, Allot-09
18-Jun-0736,2050.004%33,64,00,6023,36,40,06,020FCCB 2004 Conv. In. 15, Allot-10
17-Jul-073,6200.000%33,64,04,2223,36,40,42,220FCCB 2004 Conv. In. 16, Allot-11
16-Aug-072,64,2990.028%33,66,68,5213,36,66,85,210FCCB 2004 Conv. In. 17/18, Allot-12
28-Sep-0733,62,88,13735.127%67,29,56,6586,72,95,66,580Rights 2007
11-Oct-0716,76,3130.175%67,46,32,9716,74,63,29,710FCCB 2004 Conv. In. 19/22, Allot-13
29-Oct-071,88,2670.020%67,48,21,2386,74,82,12,380FCCB 2004 Conv. In. 23-26, Allot-14
25-Jan-086,61,5000.069%67,54,82,7386,75,48,27,380ESOP Conversion 2
06-Feb-0826,67,4200.279%67,81,50,1586,78,15,01,580FCCB 2007 Conv. In. 1-2, 4-6 , Allot-1
20-Feb-081,89,68,3251.981%69,71,18,4836,97,11,84,830FCCB 2007 Conv. In. 7-9, Allot-2
29-Feb-088,89,1400.093%69,80,07,6236,98,00,76,230FCCB 2007 Conv. In.10, Allot-3
11-Mar-088,15,0450.085%69,88,22,6686,98,82,26,680FCCB 2007 Conv. In.3,11 Allot-4
24-Mar-083,37,41,0603.524%73,25,63,7287,32,56,37,280Conv of Warrants Prefl basis Allot-1
31-Mar-0817,00,0000.178%73,42,63,7287,34,26,37,280Conv of Warrants Prefl basis Allot-2
24-Apr-085,53,0560.058%73,48,16,7847,34,81,67,840ESOP Conversion 3
30-Apr-085,92,7600.062%73,54,09,5447,35,40,95,440FCCB 2007 Conv. In.12 Allot-5
28-May-085,18,6650.054%73,59,28,2097,35,92,82,090FCCB 2007 Conv. In.13 Allot-6
06-Jun-0814,81,9000.155%73,74,10,1097,37,41,01,090FCCB 2007 Conv. In.14, 15 Allot-7
16-Sep-083,55,63,9253.715%77,29,74,0347,72,97,40,340Conv of Warrants Prefl basis Allot-3
04-Dec-0857,05,3150.596%77,86,79,3497,78,67,93,490FCCB 2007 Conv. In.18-26 Allot-8
12-Dec-0851,86,6500.542%78,38,65,9997,83,86,59,990FCCB 2007 Conv. In. 27-29 Allot-9
12-Feb-0911,11,4250.116%78,49,77,4247,84,97,74,240FCCB 2007 Conv. In. 17, 32 Allot-10
12-Feb-092,45,00,0002.559%80,94,77,4248,09,47,74,240Conv of Warrants Prefl basis Allot-4
02-Mar-0948,90,2700.511%81,43,67,6948,14,36,76,940FCCB 2007 Conv. In.16,30,31,33-35,37 Alt-11
03-Mar-092,96,3800.031%81,46,64,0748,14,66,40,740FCCB 2007 Conv. In.36,38 Allot-12
13-Mar-0915,00,0000.157%81,61,64,0748,16,16,40,740Conv of Warrants Prefl basis Allot-5
13-May-095,92,7600.062%81,67,56,8348,16,75,68,340FCCB 2007 Conv. In.39 Allot-13
29-May-0912,04,95,01512.586%93,72,51,8499,37,25,18,490Conv of Warrants Prefl basis Allot-6
11-Jun-0948,16,1750.503%94,20,68,0249,42,06,80,240FCCB 2007 Conv.In.40-42 Allot-14
24-Jun-0942,23,4150.441%94,62,91,4399,46,29,14,390FCCB 2007 Conv. In.44-46 Allot-15
29-Jul-093,70,4750.039%94,66,61,9149,46,66,19,140FCCB 2007 Conv.In.43 Allot-16
16-Sep-097,80,0000.081%94,74,41,9149,47,44,19,140ESOP Conversion 4
23-Sep-091,25,0000.013%94,75,66,9149,47,56,69,140ESOP Conversion 5
26-Sep-0916,00,0000.167%94,91,66,9149,49,16,69,140ESOP Conversion 6
07-Oct-0915,31,7000.160%95,06,98,6149,50,69,86,140ESOP Conversion 7
30-Dec-0966,49,9900.695%95,73,48,6049,57,34,86,040ESOP Conversion 8
05-May-1286,98,39,67047.605%1,82,71,88,27418,27,18,82,740Preferential Allotment (CDR – Tranche 1)
19-Jul-128,13,62,6454.263%1,90,85,50,91919,08,55,09,190Preferential Allotment (CDR – Tranche 2)
24-Nov-1230,78,74,66713.359%2,21,64,25,58622,16,42,55,860FCCB2012 Conv.A1-14 & B1-3 Allot-1
07-Dec-123,27,46,5051.421%2,24,91,72,09122,49,17,20,910FCCB2012 Conv.A15-21 & B4 Allot-2
20-Dec-1215,84,1570.069%2,25,07,56,24822,50,75,62,480FCCB2012 Conv.A22-23 Allot-3
08-Jan-135,38,88,5092.336%2,30,46,44,75723,04,64,47,570FCCB2012 Conv.A24-28 & B5 Allot-4
05-Feb-137,76,8680.034%2,30,54,21,62523,05,42,16,250FCCB2012 Conv. B6 Allot-5
21-Feb-136,29,3230.027%2,30,60,50,94823,06,05,09,480FCCB2012 Conv. A29 Allot-6
22-Mar-1312,8760.001%2,30,60,63,82423,06,06,38,240FCCB2012 Conv. B7 Allot-7
22-Mar-137,35,9300.032%2,30,67,99,75423,06,79,97,540Preferential Allotment (CDR – Tranche 3)
10-Apr-1418,55,4180.08%23,08,65,51,72023,08,65,51,720FCCB2012 Conv 30A Allot-8
11-Jun-1454,25,2000.234%2,31,40,80,37223,14,08,03,720FCCB2012 Conv. A31 Allot-9
23-Jul-1454,25,2000.234%2,31,95,05,57223,19,50,55,720FCCB2012 Conv 32 Allot-10
30-Sep-1456,42,2080.242%2,32,51,47,78023,25,14,77,800FCCB2012 Conv 33 Allot-11
08-Oct-152,60,4090.011%2,32,54,08,18923,25,40,81,890FCCB2012 Conv. A34 Allot-12
11-Feb-161,09,80,6040.47%2,33,63,88,79323,36,38,87,930FCCB2012 Conv.35 & 36 Allot-13
31-Aug-164,74,70,5001.991%2,38,38,59,29323,83,85,92,930FCCB2012 Conv. A37-38 Allot-14
04-Oct-162,98,38,5991.24%2,41,36,97,89224,13,69,78,920FCCB2012 Conv. 39 & 40 Allot-15
08-Nov-162,71,26,0001.110%2,44,08,23,89224,40,82,38,920FCCB2012 Conv. 41 Allot- 16
07-Dec-161,92,59,4580.78%2,46,00,83,35024,60,08,33,500FCCB2012 Conv. A42, 43 & 44, Allot-17
13-Apr-17169,22,15,80740.00%415,22,99,1574152,29,91,570Preferential Allotment (SDR)
13-July-174,88,2680.011%415,27,87,4254152,78,74,250FCCB2012 Conv. B8, Allot-18
12-Sep-175,42,52,000 1.289% 420,70,39,4254207,03,94,250FCCB2012 Conv. B9, Allot-19
06-Oct-17 8,81,59,5002.052%429,51,98,9254295,19,89,250FCCB2012 Conv. B10, B11 Allot-20

03-Nov-172,79,18,0790.616%432,31,17,0044323,11,70,040FCCB2012 Conv. A45-47 Allot-21
09-Nov-173,67,57,7100.810%435,98,74,7144359,87,47,140FCCB2017 Conv. B3 Series-01-04 Allot-01
09-Nov-1710,31,98,1542.275%446,30,72,8684463,07,28,680FCCB2012 Conv. A - Bal. Comp. Conv. Allot-22
24-Nov-177,23,49,4421.595%453,54,22,3104535,42,23,100FCCB2017 Conv. B3 Series-05-06 Allot-02
23-Dec-1710,29,1890.023%453,64,51,4994536,45,14,990FCCB2017 Conv. B3 Series-07 Allot-03
27-Jan-18758,88,19,11762.587%1212,52,70,61612125,27,06,160Allotment pursuant to Scheme of Arrangement
04-Apr-1816,58,55,9021.349%1229,11,26,51812291,12,65,180FCCB2017 Conv. B1 Series-01-04 Allot-04
04-Jul-1827,81,4180.023%1229,39,07,93612293,90,79,360FCCB2017 Conv. B1 Series-05 Allot-02
30-Aug-201886,30,8630.070%1230,25,38,79912302,53,87,990FCCB2017 Conv. B1 Series-06 Allot-03 & Conv. B3 Series-08 Allot-04
28-Jan-20191,65,58,2320.134%1231,90,97,03112319,09,70,310FCCB2017 Conv. B1 Series-07 Allot-04

Chronology of Share Capital – GTL Infrastructure Ltd


Third Party Passive Infrastructure sharing is a new concept in the Indian telecom industry and is yet to be successfully proven. Thus, achieving scalability could face problems.
Infrastructure sharing in the wireless telecom sector is a new concept in India. The growth phase in the cellular subscriber base in India is expected to continue. With an increasing pressure on average revenue per user and declining usage charges, the focus of the telecom operators has shifted to cost cutting. The telecom operators are now strongly contemplating sharing telecom infrastructure to save time and cost. Internationally, although passive infrastructure sharing has been successful in the US, it has not been yet proven in Asia.
Current high demand for telecom sites may plateau.
Our rollout plan is driven by the projected growth in the Indian cellular subscriber base. The overall tele-density from the level of 26% with a subscriber base of 301 million, as of March 2008, was expected to reach to 500 million subscribers in 2010, a CAGR of 41%. However, over a period of five years, we may face the risk of the Indian wireless market not growing at the projected growth rate as stated above, resulting in a slowdown in the tower demand.
Decrease in demand for telecom sites will affect our operating results.
Many of the factors affecting the demand for telecom sites could materially affect our operating results. These factors include:
  • Consumer demand for wireless services
  • The financial condition of wireless service providers
  • The ability and willingness of wireless service providers to maintain or increase their capital expenditures
  • The growth rate of wireless communications or of a particular wireless segment
  • Governmental licensing of spectrum
  • Mergers or consolidations among wireless service providers
  • Increased use of network sharing arrangements or roaming and resale arrangements with wireless service providers
  • Delays or changes in the deployment of 3G or other technologies
  • Zoning, environmental, health and other government regulations and technological changes
The demand for telecom sites is dependent on the needs of wireless service providers. In the event that there is a significant variation in any of the aforesaid factors, our business, our growth plans and the results of operations may be significantly affected.
If our wireless service provider customers consolidate or merge with each other to a significant degree, our growth, revenue and ability to generate positive cash flows could be adversely affected.
Significant consolidation among our wireless service provider customers may result in reduced capital expenditures in the aggregate because the existing networks of many wireless carriers overlap, as do their expansion plans. The Indian wireless telecom market has experienced consolidation during the past couple of years. There are still numerous wireless operators in India with at least 2-3 GSM operators and 1-2 CDMA operators for each circle. There is a potential for further consolidation among the operators to realise a larger operating scale and subscriber base. Consolidation among wireless carriers would also increase our risk, such that the loss of one or more of our major customers could materially decrease revenues and cash flows.
We may not get sufficient number of sites for a fresh roll out. We also face the risk of selecting site location, constructing & acquiring sites, as well as managing the new portfolio.
We, through our management and promoter company GTL Ltd., possess experience in telecom infrastructure engineering, tower management, and network consultancy including identification of carrier's needs according to its capital expenditure, marketing strategy, network planning, design, drive test and network optimisation, site engineering and documentation, site construction, OEM's equipment installation, testing, commissioning and integration, customer acceptance and training, and market expertise from its current coverage in tower portfolio and services. However, we still face risks in selecting the right site location, in constructing and acquiring sites, in managing the new portfolio and in getting sufficient number of sites for fresh roll outs.

We derive major portion of our revenues from few customers, loss of any customer will have a materially adverse impact on our business and revenue.

The telecom sector presently has a limited number of players. Consequently our business is also dependent on few customers. In the event any one or more customers cease to continue their business with us, our business may be adversely affected.

We derive major portion of our revenues from few geographical regions in India, saturation of demand from these regions will impact our business and revenue.

Currently, GTL Infrastructure has its presence only in India. In addition it has not yet entered all the geographical regions.

Covenants in some of the agreements that we have entered into with wireless carriers could affect our business by limiting our flexibility.
We have currently entered into contracts with leading Operators to provide the Operators passive telecom infrastructure facility and services. We have also executed two letters of intent with National and Regional Cellular Operators and a Term Sheet with one Regional Cellular Operator, the terms of which may undergo certain changes which will be reflected in the contracts that would be executed with such Cellular Operators.

We face the risk of liability from the Service Level Agreements with the Operators.
We have Service Level Agreements with operators containing specific key performance parameters. In the event of not meeting these key performance parameters, we are liable to pay fixed penalties to the operators, which may reduce our profitability.

We face competition from other independent tower infrastructure companies.
The main competitors for our business are other independent tower infrastructure companies who provide similar services. We also face competition from telecom service providers agreeing on passive infrastructure sharing among themselves

Telecom Regulatory Authority of India (TRAI) allows sharing of infrastructure by telecom operators. This could have an adverse impact on our business. Some of the telecom operators have planned to hive off their tower infrastructure/passive infrastructure into separate companies. Some operators have even merged their tower entities. All these may give tough competition to our green field rollouts.

Increasing competition in the tower industry may create pricing pressures that may adversely affect us.
Our industry is highly competitive, and our customers have numerous alternatives for leasing antenna space. Some of the wireless carriers who own towers presently may allow co-location of their towers. They are larger and have greater financial resources than we do. Competitive pricing pressures for users on towers from these competitors could adversely affect our provisioning fees and services income. In addition, if we lose customers due to pricing, we may not be able to find new customers, leading to an accompanying adverse effect on our profitability. Increasing competition could also make the acquisition of high quality tower assets costlier.

Setting up of towers is subject to receipt of regulatory approvals; absence or delay in receipt of the requisite regulatory approvals could affect our business and results of operations.
Our business is derived from GBT and RTT constructed by us. There are no specific industrial approvals required to be obtained by us for carrying on our business, however, certain approvals of general nature are required by us to setup our GBTs and RTTs. Out of the general approvals, we have received certain regulatory approvals that are required and in other cases we have made applications to the local authorities and are awaiting the approvals from them. We have, wherever required, made applications for conversion of use of the lands (on which our towers are constructed) from agricultural use to non-agricultural use. These applications are made by us from time to time.

We could have liability under environmental laws.

Our operations, like those of other companies engaged in similar businesses, are subject to the requirements of various environmental and occupational safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials and wastes. As owner, lessee or operator of cell sites, we may be liable for substantial costs of remediating soil and groundwater contaminated by hazardous materials without regard to whether we as the owner, lessee or operator, knew of or were responsible for the contamination. We may be subject to potentially significant fines or penalties if we fail to comply with any of these requirements. The current cost of complying with these laws is not material to our financial condition or results of operations. However, the requirements of these laws and regulations are complex, change frequently, and could become more stringent in the future. It is possible that these requirements will change or that liabilities will arise in the future in a manner that could have a adverse effect on our business, financial condition and results of operations.

We rely extensively on our IT systems to provide connectivity across our business functions through our software, hardware and network systems. Any failure in our IT systems or loss of connectivity or any loss of data arising from such failure can impact us adversely.

Our success depends upon our ability to retain the Key Management and other Personnel.
Our success will significantly depend on the expertise, experience and continued efforts of our key management and other personnel. Our future performance may be affected by any disruptions in the continued service of these persons. There is a dearth of managerial talent, including key managerial personnel, with related business experience. The loss of one or more of our key managerial personnel may impact our ability to maintain growth in our business.

Due to the long-term expectations of revenue from user leases, the tower industry is sensitive to the creditworthiness of its users.
Due to the long-term nature of our user leases, we, like others in the tower industry, are dependent on the continued financial strength of our users. Many wireless service providers operate with a substantial leverage. If one or more of our major customers experience financial difficulties, it could result in non-collectible accounts receivable and loss of significant customers and anticipated lease revenues.

We are subject to risks arising from currency and interest rate fluctuations, which could adversely affect our business, financial condition and results of operations.
The company has exposure to US Dollar and Euro currency fluctuations on account of long term overseas funds borrowings. We plan to use this money to part finance its import requirement of towers, shelters, other accessories and for acquisitions/ joint ventures / wholly owned subsidiaries overseas.

New technologies could make our tower leasing business less desirable to potential users and result in decreasing revenues.
The development and implementation of new technologies designed to enhance the efficiency of wireless networks could reduce the use and need for tower-based wireless services transmission and reception, and result in decreasing demand for towers. New technologies may make our site provisioning services less desirable to potential users and result in decreasing revenues. Such new technologies may lower demand for site provisioning and negatively impact our revenues.

In addition, the emergence of new technologies could reduce the need for tower-based broadcast services transmission and reception. The development and implementation of any of these and similar technologies to any significant degree could have an adverse effect on our operations.

Any business has to be conducted not only in a profitable manner, but also in the right manner with all operational, ethical, legal, financial and other risks being accounted for. In the long run, this could well be the difference between businesses that survive and excel and those that fizzle out despite providing quality services.


Notice to Stock Exchange

Scheme of Arrangement