RRPR Saga: The changing hands of ownership at NDTV

With the exit of the longstanding promoters and management of NDTV, the channel has a new owner. The takeover by the Adani Group, led by India’s richest businessman Gautam Adani, is now complete after the RRPR board appointed Sudipta Bhattacharya, Sanjay Pugalia, and Senthil Sinniah Chengalvarayan as directors.

In what is being termed by the industry as a calculated move that lasted four months, the Adani Group now holds 60.96 per cent shares in the channel’s promoter company, RRPR Holding Pvt Ltd. The name RRPR translates to the names of the original promoters of NDTV. New Delhi Television, that is, NDTV was started by Dr. Prannoy and Radhika Roy in 1988. As per the channel website, it started its journey with live election coverage. Later in 1998, it became India’s first 24–hour channel in alliance with Star. During this period, it also produced 80 per cent of the content for BBC India.

On November 29, 2022, the RRPR board accepted the resignations of the Roy couple from the board following which the three directors named above were appointed. Prannoy and Radhika Roy, however, continue to remain on the NDTV board for now, even as the open offer to shareholders to sell their stake to the Adani Group remains valid till December 5.

Under the open offer route, till November 27, a total of 39.35 lakh shares of NDTV had already been tendered, according to various news reports. While the exact shareholding pattern will become known by the end of next month, information available shows that Prannoy and Radhika Roy continue to own 32.26 per cent of NDTV. The remaining is held by a large group of institutional and corporate investors. Some of these investors are the Vikasa India EIF I Fund (4.42 per cent) and the LTD Investment Fund (9.75 per cent), both of which are based in Mauritius. Confirm Realbuild (1.33 per cent), GRD Securities (2.82 per cent), Adesh Broking House (1.5 per cent), and Drolia Agencies (1.48 per cent) are some of the other stockholders.

The story of the Adani Group’s interest in entering the media landscape began to take shape in April when it launched AMG Media Networks Ltd. This started becoming a reality with NDTV when it acquired Vishvapradhan Commercial Pvt. Ltd (VCPL), which owned convertible debentures (warrants that provide for the conversion of debt to equity) in RRPR Holding Pvt. Ltd that in turn owned 29.18% of NDTV Ltd in August.

To repay the loan it had taken out with ICICI Bank, NDTV borrowed Rs 350 crore from VCPL in 2009, and a year later, it borrowed Rs 53.85 crore from the same lender. The loan from ICICI Bank was used to pay off existing debt to Indiabulls. A loan from ICICI had an annual interest rate of 19 per cent, but VCPL had no such rate. In return for the loan, however, RRPR awarded VCPL a warrant for 99.99% of the outstanding shares of RRPR common stock as of the day of conversion. VCPL was once affiliated with Reliance and is later an associate business of the Delhi-based Nahata Group.

There is little doubt that the Adani Group acquired VCPL intending to convert the warrant, which it did without engaging in a protracted legal struggle and in such a timely fashion that the original promoters were left with little room for manoeuvre, while the Ahmedabad-based businessman set his foot in.