Home / Industry / Media /  How Adani Group acquired NDTV: Explained

The Adani Group neared takeover of the television channel NDTV after the founders of the NDTV Prannoy Roy and his wife Radhika Roy have resigned as the directors of promoter group vehicle RRPR Holding Private Limited. Prannoy Roy and his wife Radhika Roy, however, still hold a 32.26 per cent stake in NDTV as promoters and have not resigned from the board of the news channel.

How Adani Group is taking over NDTV: A brief timeline

Much of the spotlight on Adani's two-stage takeover bid is on one, little-known Indian company: Vishvapradhan Commercial Private Limited (VCPL), founded in 2008.

Vishvapradhan Commercial Pvt Ltd had loaned 403.85 crore to NDTV promoter company RRPR Holding Pvt Ltd.Against this interest-free loan, RRPR issued warrants to

VCPL entitling it to convert them into a 99.9 per cent stake in RRPR in case it isn't paid-back.

More than a decade ago, NDTV founders Radhika and Prannoy Roy had taken an interest-free loan of over 400 crore from a company that Adani group acquired in August.RRPR, which has been acquired by Adani Group, held 29.18 per cent stake in the news channel.

The loan agreement required Prannoy Roy and Radhika Roy, who together held 55.5 per cent in NDTV at the end of June 2009, to transfer some of their shares to RRPR Holdings. 

Due to these terms, RRPR Holdings' stake in NDTV increased to 29.18 per cent by January 2010. In 2012, Reliance divested VCPL to Nextwave Televenture Pvt Ltd and Skyblue Buildwell Pvt Ltd - companies linked to Mahendra Nahata, a director at Reliance Jio Infocomm Ltd, a subsidiary of Reliance Industries Ltd. Ambani's Jio had bought Nahata group's Infotel Broadband in 2010 to re-enter the telecom business.

VCPL ownership changed hands in 2012. Adani group firm first acquired VCPL from its new owner and exercised the option to convert unpaid debt into a 29.18 per cent stake in the news channel company. Thereafter, it made a 493 crore open offer to buy an additional 26 per cent stake from the public in line with the country's takeover norms.

On August 23, the Adani group announced the acquisition of a 29.18% stake indirectly in NDTV through the acquisition of VCPL, which holds a 99.99 per cent stake in RRPR Holding.

RRPR, or Radhika Roy Prannoy Roy Holdings Private Limited is the promoter of NDTV. It held 29.18 per cent stake in the news channel. The conversion of warrants into equity because of non-payment of the loan, gave the Adani group entity almost all shares of RRPR Holdings.

Adani Group's indirect control of a stake above 25% means it must put forward an open offer to purchase at least 26% more from existing shareholders in NDTV to give them an opportunity to exit, according to Indian regulations.

Following this, Adani group firms, Vishvapradhan Commercial Private Limited (VCPL) along with AMG Media Networks and Adani Enterprises Ltd, proposed to acquire an additional 26 per cent or 1.67 crore equity shares through an open offer.

*With inputs from agencies 

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