Exicom Tele-Systems Limited has announced a significant corporate restructuring involving the dilution of its stake in its Netherlands-based subsidiary. The company informed stock exchanges on April 22, 2026, about the conversion of Optionally Convertible Debentures (OCDs) that has reduced its shareholding in Exicom Power Solutions B.V. from complete ownership to a majority stake.

OCD Conversion Details

The Board of Directors of Exicom Power Solutions B.V., Netherlands, has approved the conversion of OCDs aggregating to USD 5.5 million, equivalent to approximately EUR 4.77 million. This conversion amount includes an additional USD 1 million over and above the earlier approved USD 4.5 million, demonstrating the phased approach to the restructuring.

The OCDs have been converted into ordinary equity shares of Exicom B.V., each having a nominal value of EUR 1, in accordance with the terms of the underlying agreements between the parties.

Shareholding Structure Changes

The conversion has resulted in a material change to the ownership structure of the Netherlands subsidiary. The transaction has diluted Exicom Tele-Systems' shareholding significantly, though the company retains majority control.

Regulatory Compliance and Background

This disclosure was made pursuant to Regulation 30 of the SEBI Listing Regulations, continuing from earlier intimations dated November 10, 2025 and February 5, 2026. The transaction stems from Exicom B.V.'s earlier issuance of OCDs aggregating to USD 10 million to a third-party foreign investor, with conversion rights exercisable in one or more tranches.

The company has confirmed that no benefits accrue to the promoter, promoter group, or group companies from this restructuring. Despite the dilution, Exicom Power Solutions B.V. continues to remain a material subsidiary of Exicom Tele-Systems Limited under the SEBI Listing Regulations framework.

Corporate Structure Impact

The restructuring represents a strategic move that brings external investment into the Netherlands operations while maintaining operational control. The conversion mechanism allows for flexible capital raising while preserving the subsidiary's material status within the group structure. This transaction demonstrates the company's approach to international expansion financing through structured instruments that provide investors with equity participation rights.

Exicom Tele-Systems Limited has achieved a significant legal victory by successfully overturning a substantial penalty imposed by tax authorities. The company announced on April 13, 2026, that the Court of the Joint Commissioner (Appeal), State Tax, Haldwani, Uttarakhand has allowed its appeal and set aside a penalty of ₹90,11,224/- that was previously imposed by lower tax authorities.

Background of the Tax Dispute

The penalty was originally imposed by the Office of the Assistant Commissioner, State Tax Department, Rudrapur, Uttarakhand under Section 130 of the Central/State/Integrated Goods and Services Tax Act, 2017. The company had initially disclosed this development to the stock exchanges on October 28, 2025, informing investors about the confiscation and penalty amounting to ₹90,11,224/- inclusive of taxes.

Appellate Court Decision

Following the imposition of the penalty, Exicom Tele-Systems filed an appeal before the Appellate Authority challenging the lower authority's order. The appellate proceedings concluded favorably for the company, with the Court of the Joint Commissioner (Appeal) passing an order that completely set aside the impugned order.

Resolution and Financial Impact

The appellate order brings complete resolution to the matter, with the penalty and all other consequences arising from the earlier order being set aside. The company has explicitly stated that there is no financial impact resulting from the appellate order, indicating a complete vindication of its position in the tax dispute.

Regulatory Compliance

Exicom Tele-Systems made this disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company's compliance function became aware of the appellate order on April 12, 2026, and the disclosure was made promptly thereafter on April 13, 2026, demonstrating adherence to regulatory timelines for material disclosures.