KPMG exit won’t affect oversight of major telecom merger

ISLAMABAD: Independent oversight of Pakistan’s largest telecom merger will continue uninterrupted despite a reported decision by KPMG to exit Pakistan, with the Competition Commission of Pakistan (CCP) confirming that compliance monitoring under the PTCL–Telenor merger remains fully intact, official sources told Business Recorder.

The official sources said the five-year monitoring framework—covering compliance reviews, transaction audits and quarterly reporting—will continue through the Independent Third-Party Reviewer (TPR) appointed under the merger conditions. The sources maintained that the reported exit by KPMG would not affect the arrangement, as other partners associated with the engagement would continue to discharge the reviewer’s responsibilities.

Market Sources said M/s KPMG Taseer& Hadi Co. was appointed as the Independent Third-Party Reviewer (TPR) to monitor the implementation of the merger conditions, however KPMG is reportedly winding up its operations in Pakistan. Officials maintained that the firm’s reported exit would not disrupt the compliance monitoring process, arguing that local partners, Taseer & Hadi Co., associated with the engagement would continue to discharge the TPR’s responsibilities.

Responding to Business Recorder‘s queries, the CCP confirmed that it had approved the appointment of the TPR on March 30, 2026, under Condition 13.5(i) of its Phase-II merger order. Following the regulator’s approval, Pakistan Telecommunication Company Limited (PTCL) formally engaged the approved reviewer on April 15, 2026, to carry out the independent oversight functions mandated under the merger conditions.

According to the Commission, the selection of the TPR was undertaken by PTCL through a competitive procurement process in line with the merger order. Based on the prescribed eligibility criteria, the CCP approved the appointment of M/s KPMG Taseer & Hadi Co. as the independent reviewer.

The regulator stated that the appointment followed an extensive due diligence process aimed at safeguarding the reviewer’s independence and technical competence.

CCP officials said the Commission initially declined to approve certain candidates because of concerns relating to independence and the need for a broader mix of expertise encompassing telecommunications, legal and accounting disciplines.

They added that before receiving approval, the successful reviewer submitted a formal undertaking declaring the absence of any conflict of interest and agreed to comply with strict confidentiality obligations laid down in the merger order.

Under Condition 13.5(i)(e) of the merger order, PTCL and the merged entity are responsible for remunerating the TPR in a manner that does not compromise its independence or its ability to effectively perform its oversight mandate.

The TPR is tasked with independently monitoring PTCL’s compliance with the behavioural and structural commitments imposed by the CCP as part of its approval of PTCL’s acquisition of 100 percent shareholding of Telenor Pakistan (Pvt.) Ltd. and Orion Towers (Pvt.) Ltd.

As part of its mandate, the reviewer is required to audit compliance measures, assess implementation of the merger conditions and submit quarterly compliance reports to the Competition Commission over five years.

Despite concerns arising from KPMG’s reported exit from Pakistan, officials said the regulatory oversight mechanism would continue uninterrupted, maintaining that the engagement is institutional in nature and that other partners associated with the assignment would continue performing the review functions to ensure compliance with the merger order.

Copyright Business Recorder, 2026