Acquisition by Adani without consent, says NDTV

New Delhi Television Ltd. (NDTV) has said the Adani group acquired the news network without any discussion with the company or its founder-promoters Radhika and Prannoy Roy.

"Without any discussion with New Delhi Television Limited (NDTV) or its founder-promoters, a notice has been served upon them by Vishvapradhan Commercial Private Limited (VCPL), stating that it (VCPL) has exercised its rights to acquire 99.50% control of RRPR Holding Private Limited (RRPRH), the promoter-owned company that owns 29.18% of NDTV," the media house says in a stock exchange filing.

The notice from VCPL, a wholly owned subsidiary of Adani Group's AMG Media Networks, is based on a loan agreement it entered with NDTV founders Radhika and Prannoy Roy in 2009-10. The notice states that VCPL has exercised its option to convert 19,90,000 warrants into equity shares of RRPRH at ₹10 per share, and that a total of ₹1.99 crore has been transferred to RRPRH.

NDTV said the company and its founders would like to make it clear that this exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only on Tuesday.

The news network said it had informed the stock exchanges that there was no change in the shareholding of its founders on Monday.

RRPRH, which owns 29.18% of NDTV, has been told to transfer within two days all its equity shares to VCPL.

NDTV said Radhika and Prannoy Roy, through their company, RRPR Holding, continue to hold 61.45% of the total paid-up share capital of NDTV.

The Adani group had earlier said that the transaction will result in an indirect acquisition of voting rights in excess of 25% of NDTV, triggering an open offer by VCPL under the provisions of the Securities and Exchange Board of India.

The open offer by VCPL to acquire up to 16,762,530 fully paid up equity shares, constituting 26% of the voting share capital of NDTV from the public shareholders, is being made at ₹294 per equity share.

After allotment of equity shares by RRPR, VCPL will own 99.5% of the paid-up equity share capital of RRPR. RRPR in turn holds 18,813,928 equity shares representing 29.18% of the total voting equity share capital of NDTV.

NDTV, which operates three national news channels namely NDTV 24x7, NDTV India and NDTV Profit, recorded a revenue of ₹421 crore with an EBITDA of ₹123 crore and net profit of ₹85 crore in FY22.

This comes months after AMG Media Networks acquired a 49% stake in digital news outlet Quintillion Business Media Pvt. Ltd., the publisher of business news website BQPrime.

Shares of NDTV rose 5% to ₹388.20 on the National Stock Exchange on Wednesday.