The Adani group’s open offer for additional 26 percent shares of New Delhi Television Limited, or NDTV, that began tendering after over a month’s delay on November 22, 2022, finally came to a close yesterday. Managing to get 31.7 percent of the bid quantity, the group acquired 8.26 percent of NDTV’s shares. As it already had 29.18 percent stake in NDTV, through the media group’s holding company, RRPR Holding Private Ltd (RRPR), its overall stake totals to 37.44 percent. This makes them the largest shareholders of NDTV.

The group’s subsidiary, AMG Media Networks Ltd (AMNL) that financed the offer, had deposited the full required amount of Rs 493 crore in Vishvapradhan Commercial Private Ltd’s escrow account prior to the original opening date, October 17. The delay from the open offer’s original schedule had been on account of awaiting approval from SEBI, given its orders restraining NDTV’s promoters, Radhika and Prannoy Roy, from dealing in securities. 

BSE’s data shows that only individuals participated and only 467 shares were bid on the exchange, and reports based on NSE data, show that the most shares were bid by corporate investors at 39 lakhs, retail investors offered over 7 lakh shares and 6.8 lakh shares were tendered by qualified institutional buyers. However, the data didn’t reveal the identity of the entities who subscribed.

Radhika and Prannoy Roy, who resigned from the board on November 29, still have 32.26 percent stake in NDTV. Sudipta Bhattacharya (CEO, Adani Group North America, and CTO, Adani Group), Sanjay Pugalia (CEO and editor in chief, AMNL) and Senthil Sinniah Chengalvarayan (director of Quintillion Business Media Ltd) joined the board of RRPR.

While the shares for offer were being tendered at a discounted rate of Rs 294, after the first announcement regarding the offer, on August 23, the share price had spiked from Rs 369.75 to Rs 545.75 in less than a fortnight. And a day before the revised schedule for the open offer was announced, November 10, to a day before the tendering process began on November 21, NDTV’s share price went up from Rs 366 to Rs.381 as per Screener. 

Adani’s sudden takeover bid

On August 23, in a sudden and swift move, Adani group’s media arm, which was incorporated only in April 2022, acquired 100 percent equity stake in VCPL that held convertible warrants (against loans given in July 2009 and January 2010) in NDTV’s promoter company, RRPR Holding Private Ltd. The purchase agreement was executed between AMNL, Nextwave Televentures (NTPL), Eminent Networks (ENPL, collectively with NTPL as sellers) and VCPL for Rs 113.74 crore. 

As per the loan agreements, VCPL had the right to exercise any or all of the 100,000,000 share warrants issued to it by RRPR, at its sole discretion, exercising which would constitute 99.99 percent of RRPR’s equity share capital. Moreover, VCPL also had the right to purchase from Prannoy and Radhika Roy all the 10,000 equity shares they held of RRPR. The warrants could be exercised into equity shares in one or more tranches and to do so, VCPL would have to issue a written notice to RRPR, which in turn on payment of requisite amount would allot the VCPL or any person nominated by it the number of equity shares specified in the notice within two business days. 

After taking over VCPL, the Adani group wasted no time in getting the board’s approval. On August 23 itself, the group issued RRPR a notice to convert 19,90,000 warrants, amounting to the same number of equity shares, constituting 99.5 percent of RRPR’s equity capital as well as to purchase RRPR’s shares from the Roys. This thereby set in motion VCPL’s indirect acquisition of 29.18 percent shareholding in NDTV. 

The Roys stalled the immediate conversion of the warrants seeking clarity on SEBI’s November 27, 2020 order that restrained Prannoy and Radhika from directly or indirectly accessing the securities markets for two years. They asserted that the acquisition may violate the restrictions and couldn’t be exercised without SEBI’s prior approval. NDTV too toed the same line. 

But, despite the delay, VCPL got the nod to go ahead. 

So, the aforementioned open offer – to buy additional 26 percent percent stake, or up to 1,67,62,530 equity shares of NDTV – was a mandatory move in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. JM Financial – the manager of the offer on behalf of VCPL, AMNL and Adani Enterprises Ltd – had originally announced October 17 to November 1 as the tendering period. 

Ownership patterns and potential sellers to Adani

Before the open offer commenced, the combined shareholding of NDTV’s founders and promoters at 32.26 percent was the largest, with Prannoy Roy holding 15.94 percent stake and Radhika Roy holding 16.32 percent. This was followed by RRPR Holding Private Ltd, the promoter group, which was previously fully owned by the Roys and is now taken over by Adani, that owns 29.18 percent stake. 

Of the remaining 38.55 percent, the highest stakes were owned by two Mauritius-based foreign portfolio investors: Vikasa India EIF I Fund and LTS Investment Fund, that own 4.42 and 9.75 percent shares respectively. LTS, which was registered in 2011, had purchased its stake in NDTV in 2016 and also has over one percent shares in three Adani companies. Vikasa India EIF I Fund, which was registered in 2014, invested in NDTV in 2021. 

Experts who spoke to Hindu Business Line had predicted going “by the history of open offers and general market trend”, that “the retail investors are largely unlikely to tender their shares in the offer where they see higher gains potentially since the incoming promoter is financially stronger than the old hands”. But even if the Roys and public shareholders “do not participate fully in the open offer, Adani can still achieve dominance with the help of the Mauritius investors”.

Another set of stakeholders, which hadn’t come in the limelight like the Mauritius-based companies, comprises some corporate bodies owning more than one percent of NDTV. They include Drolia Agencies Private Ltd (1.48 percent), GRD Securities Ltd (2.8 percent), Adesh Broking House Private Ltd (1.5 percent), and Confirm Realbuild Private Ltd (1.33 percent). 

What’s interesting is also their interlinkages. Drolia Agencies as well as GRD Securities are both based in Kolkata and invested in NDTV in September 2022. Before the latest open offer, both their portfolios on Trendlyne showed investment only in NDTV. Moreover, they also share a common director, Bimal Kumar Drolia. Satyam Saraf, a director at Adesh Broking House, is also a director at GRD and likewise, Arpit Saraf, a director at Confirm Realbuild, is the CEO and principal officer of GRD Securities. 

These companies’ combined shareholding in NDTV was 7.11 percent. 

And among individuals, one percent stake was held by Dolly Khanna, a homemaker, reported to be the wife of Rajeev Khanna, who had started the Chennai business of Iqbal Ghai and PL Lamba’s Kwality Milk Foods, which sold its ice cream business to HLL in 1995. 

Flashback: The Roys and the rise of NDTV

Adani’s announcement led to a huge hullabaloo. Threats to press freedom and independent journalism made headlines in Indian as well as international publications. 

So, what has NDTV’s journey been?

It was 1988, about three decades after television came to India. Radhika Roy, a Delhi University graduate, qualified speech pathologist from London’s Oldrey Fleming School, and sister of CPIM politburo member Brinda Karat, had until then been a print journalist with the Indian Express and India Today. Her husband Prannoy Roy is cousin to renowned author and activist Arundhati Roy. 

Prannoy, who had been in Doon School around the same time Radhika went to Welham Girls High School, also in Dehradun, had a Bachelor’s as well as Doctorate in Economics from Queen Mary’s College, London and the Delhi School of Economics, respectively. By the time NDTV was conceived, he had been a professor, a chartered accountant who had worked with Pricewaterhouse, and also proven his expertise in psephology. Business Standard recounted Prannoy’s first election forecast as predicting the Janata Party’s victory in 1977 for Mainstream magazine. But his “moment of glory”, the Wall Street Journal reported, came during the 1984 election. Prannoy had predicted the Congress would win slightly more than 400 seats. The party clinched 402. He was soon an economic advisor to the ministry of finance, a role he played from 1985 to 1987.

So, when Radhika – who had studied television production from NYU Tisch School of the Arts – decided to start NDTV, and Prannoy joined her, their different and complementing skill sets paved the way for their illustrious journey.

NDTV, incorporated as New Delhi Television Private Ltd in 1988, functioned as a studio in the early years. In More News is Good News: 25 Years of NDTV, Prannoy recounts that Doordarshan was the only national TV channel then: “Although the Indian print press was free, television news, probably because of its greater reach, was a government monopoly. And there was no indication that the government was going to give up this monopoly in the foreseeable future. So, as journalists, what were we supposed to do? We applied for, and got, permission to cover international news. The caveat was clear and ominous: ‘No news on India’.” 

The weekly programme was called The World This Week. In the promo of its first telecast, a woman, possibly Radhika, removes her bindi from her forehead and places it on NDTV’s logo on mic, completing it. Classical music plays in the background before Prannoy comes on air and launches into the week’s news analysis. From the fall of the Berlin Wall and the disintegration of the USSR, to Nelson Mandela being freed and Sushmita Sen crowned Miss Universe, several significant events ensued around the world and were featured in the early years. They did election shows too.  

And four years post liberalisation, in 1995, we saw what Prannoy called the “first tectonic shift in India’s broadcasting policy” in More News is Good News. “We had been badgering the government to allow us to report news about India,” he wrote. “Then one day a risk-taking, genuinely enlightened head of the Ministry of Information and Broadcasting decided to give us a chance, and allotted us a nightly half-hour slot for national news on the government channel.” 

It was The News Tonight. But the Roys needed funding and Ratan Tata was the first to say yes. NDTV also went on to produce Good Morning India and Newshour.

By 1996, Rupert Murdoch took note too. He first got them to produce a news show on Star India and in 1998 signed up NDTV to produce India’s first 24-hour news channel, Star News. Business Standard reported that the contract offered them a whopping Rs 50 crore as annual fee. 

During this period, as per NDTV’s website, the news production house also produced 80 percent of the content for BBC India and launched NDTV Online. Five years later, when the contract ended in 2003, Star and NDTV parted ways due to disagreements regarding terms for a joint venture they were discussing. NDTV wasted no time and the same year, launched its own 24-hour news channels: NDTV 24x7 (English) and NDTV India (Hindi). 

The Roys’ ambitions soared. In 2004, NDTV went public. At the time, Rajdeep Sardesai was the managing editor. The Roys’ combined shareholding was 65.12 percent. The remaining 34.88 percent was spread across Indian funds/mutual funds (21.32 percent), foreign institutional investors (9.57 percent), and foreign investors (3.99 percent). Radhika and Prannoy’s daughter Tara was a director too, and they got JM Morgan Stanley Private Ltd, Kotak Mahindra Capital Company Ltd, and ICICI Securities Ltd as the main underwriters.

NDTV was fairly profitable before the IPO. Its net profit was Rs 15.64 crore in 2001, Rs 13.97 crore in 2002, and Rs 12.44 crore in 2003. But in the nine months up to December 2021, thanks to the startup cost of launching its own channels, it incurred a loss of Rs 46.41 crore. On the positive side, NDTV 24x7 was rated the number 1 English channel, and NDTV India came a close second after Aaj Tak as per TAM viewership data. Both channels had garnered a viewership of 46.5 million and boasted advertising from 246 advertisers and 402 brands. Such was the buzz around its IPO that it was reportedly oversubscribed 17 times!

NDTV continued to grow its bouquets of channels and offerings. It launched NDTV Profit for business news, NDTV Good Times (now Goodtimes) for lifestyle, as well as two global channels through tie-ups, namely Astro Awani in Malaysia and Independent Television in Bangladesh. 

Meanwhile, the number of news channels in India multiplied too – in 2006, India Today reported 38. As competition grew, so did challenges like talent retention. Sardesai left to launch his own company and, a year later, Arnab Goswami moved to Times Now. Nevertheless, NDTV has been home to the likes of Barkha Dutt, Vinod Dua, Nidhi Razdan, Ravish Kumar and others. 

Vikram Chandra was instrumental in their transition to digital media. The group launched Gadgets 360 as an electronic marketplace, Fifth Gear to complement The Car & Bike Show, and Mojarto.com as a marketplace for art.

A string of loans and trouble brewing

It all started with a complaint from Quantum Securities Private Ltd, an NDTV shareholder – about an alleged violation of rules by the non-disclosure of material information to shareholders about loan agreements with VCPL – in 2017. But SEBI’s investigation spotlighted transactions from much before.

On December 26, 2007, Prannoy Roy had purchased 48,35,850 shares of NDTV from GA Global Investments Ltd to his and Radhika’s joint account. The acquisition, representing 7.73 percent of NDTV’s total paid-up/voting share capital, triggered a mandatory open offer as per regulation 11(1) of the SEBI (SAST) Regulations, 1997. The open offer to public shareholders was to acquire 20 percent of the resulting voting share capital.

Assuming full acceptance, the total funds required for the acquisition of 12,690,257 NDTV equity shares at Rs 438.98 per share would be Rs 557 crore. So, to finance the offer, the Roys took a loan of Rs 540 crore from Indiabulls Financial Services Ltd and created a pledge of Rs 78,36,000 NDTV equity shares while placing 21,079,700 NDTV equity shares under power of attorney to Indiabulls.

So, on January 22, 2008 and March 17, 2008, Prannoy and Radhika Roy had moved 4,75,500 equity shares and 1,50,000 equity shares, respectively, to their joint account to facilitate the pledge. And, subsequent to the public announcement about the offer, Prannoy and Radhika sold 24,10,417 equity shares and 25,03,259 equity shares, respectively, to Goldman Sachs on April 17, 2008 at Rs 435.1 per share.

In relation to the GA Global transaction, on August 31, 2018, SEBI sent Prannoy and Radhika a notice alleging violations of the Prohibition of Insider Trading Regulations for dealing in securities while being in possession of unpublished price-sensitive information, and also trading in a closed window period – that is, the sale of shares to Goldman Sachs.

In its order dated November 27, 2020, SEBI directed the Roys to jointly or severally disgorge the amount of wrongful gain of Rs 16,97,38,335 as computed in the show cause notice, along with six percent interest per annum from April 17, 2008. The Roys appealed to the Securities Appellate Tribunal (SAT) which, in an interim order dated January 21, 2021, held that the Roys’ appeal required consideration. The SAT’s interim order directed the appeal’s listing for final disposal and also the deposit of 50 percent of the disgorged amount before SEBI.

The Roys have now filed an appeal with the civil court. The hearing was due in early November. 

Another show cause notice on January 2, 2018 alleged non-disclosures/delayed disclosures with respect to the acquisition of 6.4 percent NDTV shares by Indiabulls Financial Services Ltd in January 2008, the acquisition of 20.28 percent NDTV shares by NDTV’s promoters in July 2008, and annual disclosures by NDTV of its promoters’ shareholding for FYs 2007-08 and 2010-11. In relation to this, in an order dated June 17, 2019, SEBI issued a fine of Rs 12 lakh on NDTV under section 15A(b) of the SEBI Act, 1992.

NDTV appealed and, in a 2019 judgement, the Bombay High Court ordered and directed that “…both settlement applications dated 21.3.2017 (w.r.t. non-disclosure of income tax demand of Rs. 450 crores for assessment year 2009-2010) and 24.7.2017 (w.r.t  delayed disclosure of sale of shares and price sensitive information) shall be decided on merits. Consequently, if any order of adjudication has been passed after the filing of the settlement applications, the same would be rendered invalid.” 

In view of this position, in the hearing with the SAT in January 2021, the matter was disposed of. The settlement matter is still in court and was due for hearing on November 18, 2022. 

But the string of loans continues.

On October 13, 2008, RRPR took a loan of Rs 375 crore from ICICI bank with 3i Infotech Trusteeship Services as the security trustee. The loan was repaid in full on August 7, 2009 and a satisfaction of charge was filed. ICICI too issued a no dues letter. 

But ICICI’s letter, apart from confirming that the loan was repaid in full, added that the issuance of a no dues certification and filing form 17 “does not absolve RRPR Holding Private Limited from their contingent liability/obligation to pay the market cap fees as stated in the facility agreement dated August 6, 2009 (which was executed pursuant to the agreement dated October 14, 2008) and this agreement shall expire on August 6, 2019.” 

As per SEBI’s investigation, this August 2009 agreement was an amendment of the 2008 one for the prepayment of the loan. As per the agreements, the promoters had undertaken not to permit any merger, demerger, consolidation, reorganisation, amalgamation or reconstruction of NDTV, or compromise with its creditors or shareholders without ICICI’s prior written approval. Furthermore, in case of restructuring, at least 63 percent of the entities’ shares would be placed under a non-disposal undertaking.

It held that, as these conditions were binding on NDTV, the promoters should have disclosed them to NDTV which, in turn, should have disclosed the same to the stock exchanges. In the absence of that, shareholders were not in a position to take an informed decision. Hence, by concealing such material information, SEBI held that they committed fraud on NDTV’s minority public shareholders. 

Other red flags, as per SEBI, were that despite the terms, even during the enforceable tenure of such loan agreement, the Roys had transferred shares as well as received shares of NDTV from RRPR in the off-market. Moreover, at the time of the amended agreement, the interest rate for the loan was reduced from 19 percent per annum to 9.5 percent with retrospective effect.

But things didn’t end there. To repay ICICI, on July 21, 2009, RRPR – whose 100 percent capital at the time was owned by the Roys – took a loan of Rs 350 crore from VCPL. And, on January 25, 2010, RRPR entered into another loan with VCPL for an additional Rs 53.85 crore. Both loans would be payable at the end of 10 years from disbursal.

According to a report in Business Standard, VCPL, which was incorporated in 2008, had got the money for the loan from Shinano Retail Private Ltd in the form of another unsecured loan the same year. Shinano had got the money – also in the form of an unsecured loan – from Reliance Industrial Investments and Holdings Ltd, a part of Mukesh Ambani’s Reliance Industries Ltd. Then, in 2012, Reliance divested VCPL to Nextwave Televenture Private Ltd and Skyblue Buildwell Private Ltd – companies linked to Mahendra Nahata, a director at Reliance Jio Infocomm Ltd, a subsidiary of Reliance Industries Ltd.

Finally, as we know, in August this year, VCPL exchanged hands once more and was taken over by Adani’s AMNL.

In its order, SEBI had detailed several peculiarities of the VCPL agreements and why they seemed like a takeover bid in the garb of loans. Here are some of the main points (summarised in lay terms):

- The loans were interest free. 

- Loan 2 was meant to be utilised only for investment purposes, but there was no mention of the investment for which it was availed.

- The Loan 1 agreement pre-conditioned that the Roys transfer/sale 1,15,63,683 NDTV shares to RRPR, so that the latter’s holding in NDTV increases to 1,63,05,404 shares, constituting 26% of NDTV’s equity share capital. RRPR only had 47,41,721 NDTV shares, which were its sole asset at the time. Similarly, the Loan 2 agreement required the Roys to transfer/sale 25,08,524 shares to RRPR, increasing its holding in NDTV to 1,88,13,928 equity shares or 29.18%. In effect, found SEBI, that the two loan agreements mandated the Roys to place 30% (rounded) of their share-holding in NDTV at the disposal of VCPL as a consideration of the amount of loan received.

- Apart from ensuring ownership over RRPR by way of convertible warrants, supplementary to Loan 1, VCPL further made alternative arrangements to transfer the NDTV shares to its group companies via two call option agreements – between the promoters and VCPL’s associates Subhgami Trading Private Limited (STPL) and Shyam Equities Private Limited (SEPL) – that gave them right to purchase 14.99% and 11.01% of NDTV’s equity capital respectively, at a predetermined price of Rs. 214.65/ share.

- The agreements allowed VCPL to convert the warrants, and thereby indirectly acquire 29.18% of NDTV shares and/or execute the call options anytime during the loan’s tenure or even thereafter, at its sole discretion. And they didn’t have a termination clause on repayment of the loan. Neither did they have a clause providing for additional securities in case of adverse movement in NDTV’s share price.

- SEBI observed that the Loan 1 amount of Rs.350 crore divided by 1,63, 05,404 shares, amounted to Rs. 214.65/share. The same as the price fixed for call options. Similarly, the Loan 2 amount of Rs. 53.85 crore divided by 25,08,524 shares (transferred to RRPR), also amounted to Rs. 214.65/share. Although, around the time of Loan 1 and Loan 2, the average price of NDTV’s shares was Rs.127.20 and Rs.138.70 respectively. So SEBI held that in the entire loan transaction, a conscious effort was made to determine the valuation of NDTV shares at the rate of Rs. 214.65. 

- As per the agreements, the Roys would need VCPL’s prior consent for (i) issuing equity shares of NDTV that might cause its valuation to fall below Rs. 1346 crore; (ii) buy-backs or any alteration of its share capital; (iii) taking any steps towards bankruptcy, insolvency, relief or any restructuring or reorganisation, etc; (iv) taking any action to issue equity securities or enter any agreement that could result in the promoters ceasing to have sole control of NDTV or the Group. 

- While VCPL had the right to assign the agreement, loan and rights to a third party even during the tenure of the agreements, similar rights were not available to the promoters.

- The agreements provided for appointment of at least one director (out of three) to be nominated by VCPL on RRPR’s board; his/her presence would be mandatory to constitute the quorum for any board meeting.

- The agreements also provided that “over the next 3 to 5 years, RRPR and VCPL would look for a ‘stable’ and ‘reliable’ buyer of RRPR, who will maintain the brand and the credibility of NDTV”. 

In case of any breach of the terms of the loan agreements or related agreements, the loan amount would be payable immediately. Even so, RRPR hadn’t issued VCPL convertible warrants, which they were obligated to do immediately after the execution of agreements. What’s more, despite a lapse of over nine years of execution of the agreements, VCPL hadn’t triggered the prepayment. 

This further convinced SEBI that the loan was never intended to be repaid and that the amounts received by RRPR and the Roys were a consideration for sale of their stake in NDTV to VCPL. 

Action against the Roys and RRPR

The SEBI order concluded that the three loan agreements (one with ICICI and two with VCPL) and two call option agreements (executed by RRPR and the Roys as supplementary to the loan agreements) involved decisions and actions that impacted NDTV and the interest of shareholders. And they also contained material and price-sensitive information that would have influenced the investment decision in NDTV’s shares if they’d been made aware. In their failure to disclose them, the promoters had indulged in “fraudulent acts”. 

SEBI also saw some of the decisions and acts as a violation of NDTV’s Code of Conduct, which the Roys were expected to abide by as NDTV’s chairman and managing director. 

SEBI found the Roys in violation of section 12A(a), (b) and (c) of the SEBI Act read with regulations 3(a), (b), (c), (d) and 4(1) of the PFUTP Regulations as well as clause 49(1)(D) of the Equity Listing Agreement read with section 21 of the SCRA (to protect the interest of the investors in the securities market). And therefore, restrained RRPR, Prannoy and Radhika with immediate effect from directly or indirectly dealing with the securities markets for two years, and directed the freezing of their existing holdings, including units of mutual funds. SEBI also restrained Radhika and Prannoy from holding or occupying any key managerial position in NDTV for two years and in any other listed company for one year.

In its order dated December 29, 2020, SEBI imposed a penalty of Rs 5 crore on NDTV for the alleged violation of clause 36 of the Listing Agreement. NDTV appealed before the SAT which, partly allowing the appeal, reduced the penalty to Rs 10 lakh, that NDTV then paid.

Regarding the notices to the Roys and RRPR with respect to the alleged violations of the SEBI Act, 1992, read with the PFUTP Regulations and Clause 49(I)ID) of the Listing Agreement read with section 21 of the SCRA on account of alleged non-disclosure of the loan agreements entered into in 2008-10 by RRCR with ICICI and the promoters with VCPL, SEBI in its orders dated June 14, 2019 and due to similar findings in an order dated December 24, 2020, imposed a penalty of Rs 25 crore to be paid jointly and severally by RRPR and the Roys, and a further sum of Rs 1 crore to be paid by the Roys alone.

In response to RRPR and the Roys’ appeals against SEBI’s orders, the SAT reduced the penalty to Rs 5 crore. The Roys have filed an appeal in the Supreme Court.

Group companies, the moolah, and people that matter

While we await the Supreme Court’s verdict and the fate of the takeover bid, here’s a quick look at NDTV’s financial health, businesses and key people.

Since it went public, NDTV’s consolidated income gradually increased from Rs 71 crore in 2004 to Rs 715 crore in 2010, where Rs 572 crore was revenue from operations and Rs 143 crore other income. In terms of the bottomline, though, it made losses until 2009. That year’s net profit was Rs 143 crore, higher than Rs 117 crore profit in 2010.

In the more recent past, NDTV was making losses and began recovering just before the pandemic with a net profit of Rs 11.36 crore in 2019. During the pandemic and after, the profits have increased: Rs 29.31 crore in 2020, Rs 75 crore in 2021, and Rs 84.24 crore in 2022.

While its retail or e-commerce revenues dwindled from Rs 11.5 crore in 2019 to nil in 2022, its TV revenues brought in the moolah: Rs 392.12 crore in 2019, Rs 368.26 crore in 2020, Rs 357.62 crore in 2021, and Rs 396.39 crore in 2022.

As per Screener, its market cap at the time of publishing the story was Rs 2,413 crores. 

Subsidiaries, joint ventures and associates 

NDTV’s subsidiaries, as per FY 2022 data, include NDTV Media Ltd (74 percent), NDTV Networks Ltd (85 percent), NDTV Labs Ltd (99.97 percent), NDTV Convergence Ltd (17 percent held by NDTV, 75 percent held by NDTV Networks), NDTV Worldwide Ltd (4.25 percent held by NDTV Media, 92 percent held by NDTV), and Delta Softpro Private Ltd (100 percent). 

Three of its subsidiaries – BrickbuyBrick Projects Ltd, On Demand Transportation Technologies Ltd, and SmartCooky Internet Ltd – filed for voluntary liquidation. Redster Digital Limited has already liquidated. 

NDTV and NDTV Convergence Ltd sold 48.44 percent of their investment in Red Pixels Ventures Ltd, a former subsidiary, for Rs 22.96 crore and Rs 7.06 crore each, totalling Rs 30.02 crore. But it still remains an associate company with 44.16 percent being held by NDTV Convergence. 

Among its joint ventures are Indianroots Retail Private Ltd India (100 percent) and Lifestyle & Media Holdings Ltd (formerly NDTV Lifestyle Holdings Ltd) which was struck off in 2019. NLHL has 99.54 percent  stake in Lifestyle & Media Broadcasting Ltd and a resolution professional has been appointed for Indianroots Shopping Ltd (formerly known as NDTV Ethnic Retail Ltd) in which 0.24 percent ownership lies with NDTV Worldwide Ltd, 0.42 percent with NDTV Convergence, and 99.26 percent by NLHL. In 2020, the group diluted its stake in OnArt Quest Limited, a subsidiary, losing control. 

The writer emailed questionnaires to Prannoy Roy and Sanjay Pugalia. This report will be updated if they respond.

All financial and ownership details are derived from financial statements and other company documents filed by the media house with the ministry of corporate affairs, the Bombay Stock Exchange, and the National Stock Exchange.

See detailed citations here.

Infographics by Gobindh VB.