Why are PTCL and Ufone being separated amid major Telecom Shake-Up?

Why Are Ptcl And Ufone Being Separated Amid Major Telecom Shake Up

Pakistan’s telecom landscape is entering a new chapter amid the 5G rollout. As the Ufone-Telenor merger reshapes mobile market, PTCL and Ufone are now set to move into separate structures, while regulators work to keep competition fair.

With 210 million active SIMs and a merged mobile giant serving more than 74 million subscribers, the changes could have a major impact on Pakistan’s telecom users. PTA Chairman Major Gen (r) Hafeez Ur Rehman told the Senate Standing Committee on Cabinet Secretariat that the restructuring is in progress and will eventually lead to the establishment of a new telecommunications company.

The development comes after PTCL’s acquisition of Telenor Pakistan and the subsequent integration of Telenor’s operations with Ufone. The PTA chairman was briefing the Senate committee on the implementation of recommendations from its previous meeting, chaired by Senator Rana Mahmood-ul-Hassan. His remarks provide fresh insight into how regulators are managing one of the biggest changes in Pakistan’s telecom industry.

Why is PTCL being separated from Ufone?

The split is mainly result of competition-related conditions imposed on PTCL’s acquisition of Telenor Pakistan. PTCL is a major player in Pakistan’s fixed-line, broadband and wholesale telecommunications infrastructure markets, while Ufone became part of the much larger mobile operation after Telenor Pakistan was absorbed into PTML.

Competition Commission of Pakistan (CCP) and PTA were concerned that keeping the fixed-line and enlarged mobile businesses too closely integrated could potentially give the mobile operation an unfair advantage. For example, PTCL could theoretically provide preferential access to infrastructure, bandwidth or interconnection facilities to its own mobile business while making access more difficult or expensive for competitors.

The separation is therefore intended to create clearer boundaries between the businesses and ensure that competing telecom operators continue to receive fair and non-discriminatory access to essential infrastructure and services.

PTCL acquired 100% of Telenor Pakistan and Orion Towers from Telenor Group in a deal worth approximately $400 million. The transaction was completed around the end of December 2025. Ufone operates through Pakistan Telecom Mobile Limited (PTML), which is wholly owned by PTCL. Following the acquisition, Telenor Pakistan was merged into PTML rather than continuing as a separate mobile company.

The merger passed through several regulatory and legal stages. The CCP granted conditional Phase-II approval around October 2025, followed by technical and provisional approvals from PTA. PTA provided technical clearance for the integration in March 2026, while the Islamabad High Court approved the amalgamation scheme around late June or early July 2026.

Telenor Pakistan subsequently ceased to exist as a separate legal entity from around July 1, 2026. Its assets, network, spectrum and customers were transferred into PTML, effectively creating a much larger combined mobile operator.

The combined operation has reportedly crossed 74 million subscribers, giving it a market share of around 35–36%. This puts the enlarged company among Pakistan’s biggest mobile operators and positions it as a major competitor to Jazz.

Network integration has also been progressing in several major cities, including Karachi, Hyderabad and Faisalabad. The ongoing integration is one reason Ufone customers have experienced service-related issues, with the PTA chairman telling the Senate committee that the problems would be resolved as the merger process is completed in the coming days.

PTA chairman also disclosed that Pakistan now has around 210 million active SIMs. The figure highlights the enormous scale of the country’s mobile communications market and explains why changes involving one of the country’s largest operators could affect millions of consumers. The number of active SIMs also reflects continued demand for mobile connectivity, even as operators transition toward newer technologies such as eSIM and 5G.

Another major reason for keeping PTCL and the mobile operation separate is to prevent possible cross-subsidisation. Regulators want to ensure that the financial strength of one business cannot be used to unfairly support another business or distort competition. These entities are expected to maintain separate financial accounts, while transactions between them must take place on competitive and arm’s-length commercial terms. This means dealings between the two sides should broadly reflect market-based conditions rather than preferential arrangements.

Yes. The regulatory safeguards call for separate governance and management structures. PTCL and the enlarged mobile entity are expected to have different boards of directors and management teams, while individuals cannot simultaneously hold board or senior management positions in both businesses.

The framework includes 3-year cooling-off period for certain former directors and senior executives moving between the two entities. Restrictions have also been placed on the sharing of commercially sensitive information. These measures are designed to prevent confidential business information from moving between the two operations and to reduce the possibility of coordinated behaviour that could harm competitors.

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