NDTV defers annual meeting amid Adani group’s takeover bid

NDTV has deferred its annual general meeting by a week to September 27 in view of the open offer from the Adani group to acquire a 26 per cent stake in the media company, according to a regulatory filing.

The New Delhi Television Limited (NDTV)’s AGM was originally scheduled to be held on September 20. Last week, the Adani group announced to indirectly acquire 29.18 per cent shareholding in NDTV and launch an open offer to buy an additional 26 per cent stake.

“The 34th AGM of NDTV is being moved from September 20, 2022, to September 27, 2022 as a result of the processes required after the Notice and Public Announcement of the Open Offer made by VCPL (an indirect subsidiary of Adani Enterprises Ltd) to our public shareholders for acquiring up to 26 per cent of the voting share capital of the company,” said the filing.

The AGM shall now be held on September 27, 2022, through video conference in accordance with the circulars issued by the corporate affairs ministry and Sebi. On August 23, the Adani group announced to acquire 29.18 per cent shareholding in NDTV and to launch an open offer to buy an additional 26 per cent stake in the company, which operates three national news channels — English channel NDTV 24×7, Hindi channel NDTV India and NDTV Profit.

The key element behind the takeover bid is an unpaid loan that NDTV’s promoter entity RRPR Holding Pvt Ltd had availed from Vishvapradhan Commercial Pvt Ltd (VCPL). NDTV had taken a loan of Rs 403.85 crore in 2009-10 and against this amount, warrants were issued by RRPR. With the warrants, VCPL had the right to convert them into a 99.9 per cent stake in RRPR in case the loan was not repaid.

The Adani group first acquired VCPL from its new owner and exercised the option to convert unpaid debt into a 29.18 per cent stake.

The promoters of NDTV had claimed that they were unaware of the takeover until Tuesday and that it was done without their consent. On August 25, NDTV and RRPR had said market regulator Sebi passed an order on November 27 last year against Prannoy Roy and Radhika Roy, restraining them to access the securities market. PTI