How Adani Took Control of NDTV: The 13-Year Loan That Changed a Newsroom
Adani Group did not buy NDTV the way most media takeovers are imagined — a handshake, a negotiated price, and a joint announcement. Control arrived through an old contract. In August 2022, a little-known company that had lent money to NDTV’s founders more than a decade earlier suddenly changed hands. Within months, Gautam Adani’s group held a majority of the listed broadcaster, the founders had sold most of their remaining shares, and the board that built NDTV had stepped down.
The story begins not in 2022, but in the years after the global financial crisis, when Prannoy Roy and Radhika Roy were trying to tighten their grip on the company they had founded.
A chain of loans, not a simple sale
In 2008, NDTV’s promoters launched an open offer to buy more of their own stock. To fund that buyback they borrowed about ₹540 crore from Indiabulls Financial Services and pledged NDTV shares. That loan was later refinanced with an ICICI Bank facility of roughly ₹375 crore. Interest on the bank debt was steep. By mid-2009 the Roys needed cheaper money to clear ICICI.
That money came from Vishvapradhan Commercial Private Limited, or VCPL — a private company with almost no operating business of its own. In July 2009 and January 2010, VCPL advanced an interest-free loan of ₹403.85 crore to RRPR Holding Private Limited, the promoter vehicle named after Radhika Roy and Prannoy Roy. RRPR used the funds to repay the bank.
The price of that cheap credit was not interest. It was rights. RRPR issued warrants that, if exercised, would give VCPL 99.99 per cent of RRPR itself. The loan terms also required the Roys to move more of their personal NDTV shares into RRPR. By early 2010, RRPR held 29.18 per cent of NDTV. Whoever controlled VCPL could, by converting those warrants, control RRPR — and with it that 29.18 per cent block.
SEBI later said the original VCPL funding had been sourced through a Reliance Industries subsidiary. VCPL’s ownership then changed over the years, passing through entities linked to other businessmen. The warrants stayed in place. The loan was not repaid in a way that extinguished those conversion rights.
The August 2022 surprise
On 23 August 2022, AMG Media Networks, a subsidiary of Adani Enterprises, bought 100 per cent of VCPL for ₹113.74 crore. The same day, VCPL exercised the old warrants and moved to take 99.5 per cent of RRPR. That single step gave Adani an indirect 29.18 per cent stake in NDTV.
NDTV told the stock exchanges that the exercise happened “without any input from, conversation with, or consent of” the founders. A day earlier the company had even called rumours of a promoter stake sale “baseless.” The legal point was narrower than the political argument that followed. The rights were written into 2009–10 contracts. Adani had bought the company that held those rights, then used them.
Because the new holding crossed the 25 per cent threshold under SEBI’s takeover code, Adani had to make a mandatory open offer for another 26 per cent of NDTV. The offer price was ₹294 a share — below the market price at the time, but calculated under the regulator’s formula. After a delay for SEBI approval, the offer ran from 22 November to 5 December 2022. Public shareholders tendered only about 8.27 per cent, not the full 26 per cent. Added to the 29.18 per cent already in hand, Adani sat at roughly 37.45 per cent — larger than the Roys’ remaining 32.26 per cent.
On 29 November 2022 the Roys resigned as directors of RRPR. Adani nominees took those seats. The founders were still on NDTV’s own board, but the promoter company that held the key block was no longer theirs.
The December close
On 30 December 2022 the last large piece moved. Through RRPR, Adani bought 27.26 per cent from Prannoy Roy and Radhika Roy at ₹342.65 a share — about ₹602 crore, and a premium of nearly 17 per cent over the open-offer price. Each founder kept 2.5 per cent. Combined with the earlier 29.18 per cent and the 8.27 per cent from the open offer, Adani group entities held 64.71 per cent of NDTV.
The same day, the Roys and several other directors resigned from NDTV’s board, citing the change in ownership and control. They asked to be reclassified from “promoter” to “public” shareholders. That reclassification was later completed. Investors who had sold in the cheaper open offer were later paid the difference so they were not left worse off than the founders.
The structure was simple once the dust settled. VCPL held the slice that came from the open offer. RRPR, now an Adani-controlled company that still carried the founders’ initials, held the much larger block. Together they were the promoters.
What the regulator had already fought over
None of this was a secret buried only in 2022. In June 2018, SEBI had already ruled that the 2009 VCPL loan and related call-option agreements amounted to an indirect acquisition of control and ordered VCPL to make an open offer then. The Securities Appellate Tribunal later set aside that control finding, holding that the 2009 papers did not by themselves give VCPL control of NDTV. Disclosure and penalty disputes dragged on for years. The 2022 takeover did not wait for that legal history to finish. It used the conversion rights that had always been in the contract.
Critics called the bid hostile because consent was not sought before the warrants were exercised. Adani’s side pointed to the same documents: the rights existed, they were transferable with VCPL, and Indian takeover law then required an open offer once the 25 per cent line was crossed. Both descriptions can be true at once. The founders did not invite Adani in. The contracts they signed in 2009–10 still allowed someone else to walk in later.
After the takeover
Control has stayed with the Adani group. A later rights issue raised fresh capital and lifted promoter holding further, to about 69 per cent, with RRPR still the dominant vehicle and VCPL holding a smaller listed slice. NDTV remains a listed company. The Roys are no longer promoters.
The acquisition is often summarised as “Adani bought NDTV.” The more precise version is this: Adani bought a shell that owned conversion rights over the promoters’ holding company, converted those rights, ran the mandatory public offer, then purchased most of what the founders still held in their own names. The cash outlay across those steps was in the region of ₹900 crore, far less than a clean negotiated purchase of a majority at then-prevailing market prices would have cost.
That is why the deal still matters beyond one news channel. It showed how a decade-old loan, structured with warrants instead of ordinary security, can become a change-of-control instrument long after the original lender has left the scene. NDTV’s founders spent years treating those warrants as a problem that had not been triggered. In 2022, a new owner of VCPL triggered them. The rest followed the takeover code, the block window, and a set of resignation letters that closed a 30-year chapter in Indian television news.
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