Radhika And Prannoy Roy, Founders Of NDTV, Resign From RRPRH Board

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New Delhi Television Ltd founders Prannoy Roy and Radhika Roy have resigned as directors of promoter group vehicle RRPRH with immediate effect, the company said in a regulatory filing.

NDTV had said on Monday an entity backed by the founders had issued shares of the company to a unit of Adani Group, taking the billionaire Gautam Adani-led conglomerate a step closer to control of the media firm.

In a statement to stock exchanges, NDTV said that it "has been informed by the Promoter Group vehicle RRPR Holding Private Limited (RRPRH) that the Board of Directors at the meeting held today i.e. November 29, 2022, have approved:

1. Appointment of Mr. Sudipta Bhattacharya , Mr. Sanjay Pugalia, and Mr. Senthil Sinniah Chengalvarayan, as Directors on the Board of RRPRH, with immediate effect; and 2. Resignation of Dr. Prannoy Roy and Mrs. Radhika Roy as Directors on the Board of RRPRH, with effect from the close of business hours of November 29, 2022."

Adani group is running an open offer until Dec. 5 to buy as much as 16.76 million shares - or 26% of equity - from NDTV’s minority investors. The requirement to hold an open offer was triggered after the Adani Group bought an indirect 29.18% stake in August in the media firm.  The open offer was approved by India’s capital markets regulator earlier this month.  Adani Group is on a breakneck expansion spree as the tycoon diversifies beyond his coal-based businesses into airports, digital centers, cements, green energy, and now media.

Last Updated:29 Nov 2022

On November 28, RRPR Holding Pvt Ltd, the NDTV promoter entity, disclosed to the stock exchanges that it had transferred 99.5% of its equity capital to Vishvapradhan Commercial Pvt Ltd (VCPL), a media company owned by AMG Media Network Ltd (AMNL), the Adani group's media arm.

According to the regulatory filing, the transaction was finished on November 28. Radhika and Prannoy Roy, the co-founders of NDTV, led RRPR, which over ten years ago borrowed Rs 400 crore from VCPL. In the event that the loan was not returned, the loan agreement's terms authorized VCPL to acquire a 29.18 percent stake in NDTV.

A share conversion warrant was then issued after the loan-issuing company was acquired by the Adani group in August. Due to a two-year ban on dealing in the securities markets that SEBI had placed on the promoters of the media group, NDTV had moved to block the conversion notice. However, the ban was lifted on November 26.

According to NDTV's exchange filing, RRPR issued the shares to VCPL "consonance with the Conversion Notice dated August 23, 2022, following the expiry of the 2-year restraint imposed by the Securities &Exchange Board of India (SEBI) in the matter of dealing in securities, on November 26, 2022."

Last Update - 24 Aug 2022

Adani Group's media arm has said that it will buy a 29.18 percent ownership in New Delhi Television Ltd (NDTV) and launch an open bid to buy another 26 percent of the company's shares. The 29.18 percent share would be acquired indirectly via Vishvapradhan Commercial Pvt Ltd (VCPL), a wholly owned subsidiary of AMG Media Network Ltd (AMNL), which is controlled by Adani Enterprises Ltd. (AEL).

According to a news statement, VCPL has exercised its right to buy "99.5 percent of the equity shares of RRPR Holding Private Limited," a promoter company of NDTV that owns 29.18 percent of the media group. 

According to the corporation, this will trigger an open offer to purchase up to a 26 percent interest in NDTV under SEBI's acquisition procedures. "VCPL, in collaboration with AMNL and AEL, will conduct an open offer to buy up to a 26 percent share in NDTV, in accordance with the criteria of the SEBI's (Substantial Acquisition of Shares and Takeovers) Regulations, 2011," according to the announcement.

According to AMNL CEO Sanjay Pugalia, this "purchase marks a critical milestone" in the company's mission of "paving the way of new age media across platforms." 

"AMNL aims to provide information and expertise to Indian residents, consumers, and anyone with an interest in India." NDTV is the most suited broadcast and digital platform to carry on our goal, with its leading position in news and strong and wide reach across genres and regions. We are excited to strengthen NDTV's leadership in news delivery "Pugalia elaborated.

Shortly after AMNL's declaration, NDTV published a statement alleging that VCPL's exercise of rights is not authorized by its founders."The NDTV founders and the Company would like to emphasize that this exercise of rights by VCPL was carried out without any involvement, dialogue, or approval from the NDTV founders, who, like NDTV, were made aware of this exercise of rights just today. Even as late as yesterday, NDTV told stock markets that its founders' stake had not changed, " according to a regulatory filing.