An unpaid loan by Pranoy Roy and Radhika Roy promoters of the New Delhi Television (NDTV) due to a company-linked to Mukesh Ambani, gave his rival Adani the route for acquiring a controlling stake at the 34 year old broadcaster.

In 2009-2010 promoters of NDTV Prannoy and Radhika Roy had taken a loan of Rs. 403.85 crore from Vishvapradhan Commercial Pvt Ltd (VCPL)- a company which was linked to billionaire Mukesh Ambani. The name of the NDTV promoter company is Radhika Roy Pranoy Roy 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 the loan could not be paid-back.

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.

According to the terms of the loan agreement, VCPL could convert the debt into 99.9 per cent of the shares in Radhika Roy Prannoy Roy Pvt Ltd (RRPR) "at any time during the tenure of the loan or thereafter without requiring any further act or deed on the part of the lender".

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 Rs. 493 crore open offer to buy an additional 26 per cent stake from the public in line with the country's takeover norms.

Roys considered Adani's approach hostile, saying the acquisition was without discussion, consent, or notice.

In a stock exchange filing, NDTV said its founders Prannoy and Radhika Roy have since 2020 been barred from buying or selling shares in India's securities market, and so cannot transfer shares which Adani was trying to seek in a bid to exert control.

On Tuesday, AMG Media Networks Ltd, a wholly-owned subsidiary of Adani Enterprises, bought 100 per cent of the equity stakes in VCPL for Rs. 113.74 crore. It then converted the warrants into equity, getting a 29.18 per cent stake in NDTV.

Radhika and Pranav Roy continue to hold a 32.26 per cent stake in NDTV.

The VCPL loan had previously led market regulator SEBI to haul up the Roys for not disclosing the terms of the VCPL loan to investors.

With NDTV, Adani joins the league of the likes of Jeff Bezos who owns the Washington Post and the Murdoch family that runs Fox Corporation.

NDTV operates three national news channels - English news channel NDTV 24x7, Hindi news channel NDTV India and business news channel NDTV Profit.
It also has a strong online presence and remains one of the most followed news handles on social media with more than 35 million followers across various platforms.

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