Adani’s route into NDTV ran through a company with a long, layered history—not a direct purchase of NDTV shares from Reliance or Mukesh Ambani. In August 2022, Adani’s media arm acquired Vishvapradhan Commercial Private Limited (VCPL), which held warrants in NDTV promoter company RRPR Holding. VCPL exercised those warrants to take a 99.5% stake in RRPR, whose 29.18% holding in NDTV made the transaction an indirect acquisition and triggered a mandatory public offer to NDTV shareholders.
How the VCPL route was created
The chain began in 2009–10, when VCPL made an interest-free loan to RRPR totaling ₹403.85 crore, according to SEBI material and historical reporting. In connection with the financing, RRPR issued warrants that could be converted into equity in RRPR. Those warrants later gave VCPL the right to acquire a controlling interest in the promoter company. SEBI’s order and reporting describe the financing and VCPL’s subsequent ownership history.
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That history needs careful wording. Reporting links the earlier funding to Reliance-associated entities and describes VCPL as later coming under the control of Mahendra Nahata’s business group; Nahata has been described in reporting as a close associate of Mukesh Ambani. These are historical and attributed details, not evidence that Ambani or Reliance controlled VCPL when Adani acquired it in 2022. Nor do they establish that the original financing was made for the purpose of enabling Adani’s later transaction.
What Adani acquired—and how that led to an NDTV offer
On August 23, 2022, Adani said AMG Media Networks Limited (AMNL), its media subsidiary, had acquired VCPL. VCPL then exercised its warrant rights to acquire 99.5% of RRPR. RRPR held 29.18% of NDTV at the time. Adani’s announcement described the transaction as a route to that indirect NDTV stake.
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The distinction is important: VCPL did not directly buy RRPR’s 29.18% block of NDTV shares. It acquired control of RRPR, the company that owned the block. Because that indirect acquisition crossed the relevant threshold under India’s takeover rules, it triggered a mandatory open offer to NDTV shareholders. The regulator-facing offer documents describe it as an offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. The detailed public statement filed with SEBI set out the terms.
The public offer terms
- Maximum shares sought: 16,762,530 NDTV shares, equal to 26% of the voting share capital.
- Offer price: ₹294 per share.
- Minimum acceptance: None. The public statement said the offer was “not conditional upon any minimum level of acceptance.”
The offer was therefore a separate step from VCPL’s warrant conversion. It gave public shareholders an opportunity to tender shares at the stated price; it was not the mechanism by which VCPL acquired RRPR.
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How the announced route became completed ownership
Adani Enterprises’ FY2022–23 annual report records the conversion and resulting shareholding changes. The figures below describe the completed 2022 transaction as reported in that annual report, not NDTV’s present-day ownership.
| Stage | What happened | NDTV stake or result |
|---|---|---|
| November 28, 2022 | VCPL converted the warrants and acquired 99.5% of RRPR. | RRPR held 29.18% of NDTV. |
| Open offer | Shares were acquired through the offer to NDTV shareholders. | VCPL acquired 8.27% of NDTV. |
| Effective December 30, 2022 | RRPR acquired shares from Prannoy and Radhika Roy. | RRPR’s NDTV holding rose by 27.26%, to 56.44%. |
| FY2022–23 reported outcome | AMNL held its indirect interest through the companies in the ownership chain. | AMNL’s resulting indirect NDTV stake was 64.71%. |
These percentages describe different parts of the chain and should not be added as though each were a separate, direct purchase by AMNL. The annual report identifies the open-offer acquisition and the Roy share transfer alongside RRPR’s resulting holding, then reports AMNL’s indirect stake. Adani Enterprises’ FY2022–23 annual report is the source for the completed figures.
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Why the takeover was called hostile
“Hostile” was a contemporary characterization, not a formal label in the takeover regulations. NDTV said the warrant exercise came without discussion with the company or its founder-promoters. Adani’s August 23, 2022 announcement presented the acquisition as a significant milestone for AMNL’s media plans. Those statements reflect the parties’ positions; the regulatory mechanism itself was an indirect acquisition followed by a mandatory open offer.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the 2022 figures do—and do not—show
The reported 64.71% indirect holding is the outcome recorded for the completed 2022 transaction in Adani Enterprises’ FY2022–23 annual report. It is not a verified current shareholding figure for 2026. The available sources establish the transaction route and its reported result, but do not establish NDTV’s present-day share register or independently quantify the takeover’s effect on its journalism.
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