NDTV rights issue explained: What investors and the public need to know

New Delhi: NDTV (New Delhi Television Limited) is set to raise Rs 396.5 crore through a rights issue, a move that could reshape its ownership, finances, and even the role of the public as shareholders. For a network that has been at the centre of major media debates, the financial manoeuvre raises more than a few eyebrows.

Why now, and why this approach? NDTV’s rights issue is not just a routine capital raise; it comes after a series of loans and financial arrangements with Adani Enterprises, the conglomerate that has been steadily increasing its stake in the company. 

The plan involves repaying debt, funding growth, and shoring up corporate operations, all while offering existing shareholders a chance to increase their stake. But beneath the surface, there are questions that concern every stakeholder. 

What is a rights issue and how does it work?

A rights issue is essentially an opportunity for existing shareholders to buy additional shares in a company, usually at a price lower than the current market value. NDTV, through the rights issue, will allow all shareholders, including the public, to subscribe to new shares at Rs 82 each. Those who do not participate will see their ownership diluted.

The goal is to raise capital without taking on high-interest debt or diluting ownership indiscriminately. For shareholders, this means a choice: buy additional shares to maintain their stake or see it diluted as the company brings in new capital. 

NDTV’s rights issue is largely aimed at reducing debt. Out of the Rs 396.5 crore, approximately Rs 231 crore is earmarked for repaying loans owed to Adani Enterprises. 

Another Rs 71 crore is being set aside for marketing, content expansion, and distribution growth, signalling an intent to continue operational investment. 

The remaining Rs 94.3 crore is for general corporate purposes, which could include anything from day-to-day expenses to unplanned strategic initiatives.

What is the debt owed to Adani Enterprises? 

New Delhi Television Ltd (NDTV), once synonymous with independent television news in India, has seen a series of financial and ownership changes that placed the Adani Group firmly in control. 

Alongside the takeover, the company has also been relying on an Inter-Corporate Deposit (ICD) loan from Adani Enterprises Ltd (AEL), which it now plans to repay through a rights issue.

An Inter-Corporate Deposit is a loan that one company gives to another. It is usually unsecured and comes with a fixed interest rate. Companies use it for flexibility and speed, especially when bank finance is slow or expensive.

NDTV availed an ICD facility of up to Rs 300 crore from AEL. The loan carries an annual interest rate of 8.5% and matures on March 31, 2029. As of August 31, 2025, NDTV owed Rs 251.947 crore to AEL under this loan. 

The money was used to refinance debt, meet working capital needs, fund content creation and strengthen distribution. A portion also went into marketing and brand building.

Why was money taken through ICD? 

Borrowing through an ICD allowed NDTV quick access to funds at a reasonable rate compared to other unsecured loans. Since the Adani Group already controls the company, the ICD was also a way for the promoters to support operations and signal confidence.

At 8.5%, the cost of the ICD was cheaper than alternative borrowing options available to a media company with NDTV’s balance sheet.

NDTV is raising up to Rs 396.5 crore through a rights issue. Of this, around Rs 229 crore will be used to repay most of the ICD along with accrued interest.

After this repayment, the outstanding ICD will fall to just under Rs 23 crore. This will cut annual interest costs from more than Rs 21 crore to under Rs 2 crore, freeing up cash for operations and investments.

The Adani takeover

The Adani Group’s control of NDTV began with a loan taken by RRPR Holding, the promoter entity, in 2009 and 2010. Vishvapradhan Commercial Pvt Ltd (VCPL) lent Rs 403.85 crore to RRPR with rights to convert the loan into equity.

In August 2022, Adani bought VCPL for Rs 113.74 crore and exercised those rights to take over RRPR, which held 29.18 percent of NDTV. A mandatory open offer followed, through which Adani took another 8.27 percent from public shareholders.

In December 2022, Prannoy Roy and Radhika Roy sold 27.26% of their personal stake to Adani. Together, these transactions took Adani’s holding to nearly 65%, making it the controlling shareholder.

How does the rights issue affect public shareholders? 

Public shareholders are a crucial part of this equation. NDTV is a listed company, and a significant portion of its shares are held by retail investors and small shareholders.

A rights issue forces a choice: either buy more shares to maintain your ownership percentage or risk dilution. Dilution occurs when new shares are issued, reducing the ownership stake of those who do not participate. For example:

• If you own 100 shares and the company issues rights to buy 20 new shares per 100, but you don’t buy, your effective ownership drops.
  

• Meanwhile, Adani Enterprises, if it participates fully in the rights issue, can consolidate its majority control further.
  

This raises the public interest question: Will minority shareholders be priced out or pressured to invest more just to maintain their stake?