Prannoy, Radhika Roy quit RRPR board after Adani's NDTV takeover

New Delhi Television (NDTV) founders Prannoy Roy and Radhika Roy resigned as directors on the board of RRPR Holding Pvt. Ltd. with effect from November 29, the news network said in a stock exchange filing.

This comes hours after RRPR Holding, the promoter entity of NDTV, transferred 99.5% of its equity share capital to Vishvapradhan Commercial Pvt. Ltd. (VCPL), which is owned by AMG Media Network Ltd. (AMNL), the media arm of the Adani group.

The board of directors of RRPR Holding, the promoter group vehicle, appointed Sudipta Bhattacharya, Sanjay Pugalia, and Senthil Sinniah Chengalvarayan as directors on the Board of RRPRH, with immediate effect.

Reacting to the news, shares of the TV network jumped 5% to ₹446.30 on the National Stock Exchange (NSE), hitting the upper circuit limit for the fourth consecutive trading session on Wednesday.

VCPL had lent around ₹400 crore to NDTV founders Prannoy Roy and Radhika Roy in 2009-10 in lieu of warrants of their company, RRPR Holding, which in turn owned 29.18% of NDTV. In August, VCPL exercised its right to convert those 19.9 lakh warrants into equity shares, constituting 99.50% of RRPR’s equity share capital. Following this, the Adani group said the acquisition will be followed by an open offer by VCPL to buy another 26% stake from minority shareholders of the media company.

In August, NDTV said the Adani group needs prior approval from India's capital markets regulator SEBI to acquire 99.5% control of RRPR Holding. It also alleged that the Adani group acquired the news network without any discussion with the company or its founder-promoters Radhika and Prannoy Roy.

RRPR Holding had written a letter to capital markets regulator Securities and Exchange Board of India (SEBI), asking it to determine whether its previous order banning the media group's promoters from dealing in the securities markets for two years restricts conversion of warrants issued to VCPL into equity shares.

SEBI in its order dated November 27, 2020, had restrained the NDTV founders from buying, selling or otherwise dealing in securities, directly or indirectly, for a period of two years until November 26, 2022.

In a stock exchange filing on Monday, NDTV said that SEBI has not responded to its specific letter dated August 28, 2022, on behalf the promoter group vehicle seeking clarification, but has since approved the letter of offer by VCPL along with AMG Media Networks and Adani Enterprises for acquiring up to 16,762,530 fully paid up equity shares of the face value of ₹4 each representing 26% of the voting share capital of the media network.

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. Earlier this year, AMG Media Networks acquired a 49% stake in digital news outlet Quintillion Business Media Pvt. Ltd., the publisher of business news website BQPrime.