Hence, a Sebi approval is necessary for VCPL to acquire interests in NDTV's promoter entity RRPR against an unpaid loan.

“In view of directions in force vide order dated November 27, 2020, of the Securities and Exchange Board of India (SEBI), restraining the Founder-Promoters Dr. Prannoy Roy and Mrs. Radhika Roy from accessing the securities market, and further prohibiting buying, selling, or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner whatsoever for a period of 2 years, which expires on November 26, 2022, unless pending appeal proceedings were to successfully conclude prior, SEBI approval is necessary for the proposed Acquirer to secure 99.5% interests in the Promoter Group vehicle, since this would consequently lead to acquisition of voting rights in respect of 29.18% of the issued share capital of the Target Company held by the Promoter Group vehicle," NDTV said in a regulatory filing on 25 August.

The Adani group on Tuesday (23 August) launched takeover bid of the media company.

VCPL, a wholly owned subsidiary of AMG Media Networks Limited (AMNL), holds warrants of RRPR, entitling it to convert them into 99.9% stake in RRPR. AMNL is 100% subsidiary of Adani Enterprises Limited (AEL).

VCPL has exercised warrants to acquire 99.5% stake in RRPR. Such acquisition will result in VCPL acquiring control of RRPR.

RRPR is a promoter group company of NDTV and holds 29.18% stake in NDTV.

Further, VCPL, along with AMNL & AEL (persons acting in concert), launched an open offer to acquire up to 26% stake in NDTV at Rs 294 per share (based on Sebi's takeover guidelines), representing a 19.72% discount to NDTV's Rs 366.20 closing price on the BSE Tuesday (23 August).

Meanwhile, NDTV said in a filing to the exchanges on Tuesday (23 August) evening that Adani group firms had acquired the stake without consulting its promoters.

"The NDTV founders and the company would like to make it clear that this exercise of rights by VCPL was executed without any input from, conversation with, or consent of the NDTV founders, who, like NDTV, have been made aware of this exercise of rights only today."

NDTV founders Prannoy and Radhika Roy control 32.26% of shares in NDTV, while the public shareholders own 38.55%.

NDTV is a leading media house and it operates three national news channels – NDTV 24x7, NDTV India and NDTV Profit.

NDTV recorded a revenue of Rs 421 crore with an EBITDA of Rs 123 crore and net profit of Rs 85 crore in FY22 with negligible debt.

On a consolidated basis, net profit of NDTV rose 45.28% to Rs 23.23 crore on 26.72% rise in net sales to Rs 107.74 crore in Q1 June 2022 over Q1 June 2021.

Shares of NDTV hit an upper circuit limit of 5% at Rs 403.70 on the BSE.