In what can be seen as an attempt to restrict the proposed takeover of the promoters’ stake in New Delhi Television (NDTV), the media firm on Thursday expressed its inability to transfer the shares, citing regulatory hurdles. On Tuesday, Adani Group had asked NDTV to transfer the shares within two days.

In a regulatory update, NDTV said its founder-promoters — Prannoy and Radhika Roy – were barred from trading in the securities markets for two years, which would end only by November 26 this year.

“…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,” it said.

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RRPRH, the promoter group company of NDTV, has also instructed its bankers to return Rs 1.99 crore deposited by an Adani Group firm, it added.

NDTV cited a 2020 Sebi order that restrained its promoters from trading in Indian markets. The issue, which pertains to insider trading at NDTV between September 1, 2006, and June 30, 2008, was followed with an investigation by Sebi.

According to the markets regulator, which had found the promoters guilty of “wrongful gains” as the Roys, together, had bought 4.8 million shares of NDTV on December 26 for about Rs 19.34 crore.

The move comes after Adani Group, helmed by Gautam Adani, initiated an attempt on Tuesday to acquire a total of 55% stake in NDTV through multi-layered transactions. This was perceived as a hostile takeover bid as the news media firm responded immediately through a stock exchange notice, stating the move was without its consent.

Adani Group, in its notice to NDTV on Tuesday, had also asked the firm to transfer all its stake “within two days”.

On Tuesday, Vishvapradhan Commercial Private Ltd (VCPL), a wholly-owned subsidiary of AMG Media Networks (AMNL), exercised its rights to acquire a 99.5% stake in RRPRH. This would have led to AMNL indirectly acquiring a 29.18% stake in NDTV, a wholly-owned subsidiary of Adani Enterprises (AEL), which houses the Ahmedabad-based group’s media business.

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RRPRH was set up in August 2005 with the objective to acquire and hold controlling interests in shares or loan capital of the group and associate companies.

Following the deal, the group were to launch a Rs 493-crore open offer for an additional 26% stake at Rs 294 a share. Three Adani Group firms – AMNL, VCPL and Adani Enterprises (AEL) – offered to acquire up to 16.7 million fully paid-up shares of NDTV from public shareholders.

In 2009, NDTV had taken a Rs 350-crore loan from VCPL to repay another loan availed earlier from ICICI Bank, and another Rs 53.85-crore loan from VCPL a year later. The media firm had issued warrants in exchange for the loan that gave Adani Group rights to buy 29.18% stake.

NDTV, a news media with more than three decades of operations runs three channels — NDTV 24×7, NDTV India and NDTV Profit – and also has a social media presence with more than 35 million followers.

On Thursday, NDTV shares closed up 4.99% at Rs 403.70 on BSE, while that of AEL ended down 2.23% at Rs 3,066.80.

Adani Group has a total of seven publicly-listed firms operating across airports and ports, coal and gas trading, power generation and transmission.