NDTV on Thursday said the Adani Group will first need clearance from market regulator Securities and Exchange Board of India to acquire a 29.18% stake in the media company as its founders are barred from buying or selling shares.

The development came after Adani Enterprises, led by billionaire Gautam Adani, on Tuesday evening announced it will acquire the stake in NDTV through its subsidiary company Vishvapradhan Commercial Private Limited, which it had bought on the same day.

In a stock exchange disclosure, NDTV on Thursday cited a SEBI order dated November 27, 2020, that restrained its promoters Prannoy Roy and Radhika Roy from accessing the securities market till November 26, 2022.

It said that the market regulator’s approval is necessary for Vishvapradhan Commercial Private Limited to secure 99.5% interests in NDTV’s promoter group vehicle Radhika Roy Prannoy Roy Private Limited.

As per SEBI rules, an entity that acquires more than a 25% stake in a company gets the right to announce an open offer to the shareholders of the target company. Under such an open offer, the entity invites shareholders to sell their shares at a specific price.

However, NDTV said on Tuesday that the Adani Group’s takeover bid was made without its consent.

Adani Group’s acquisition of NDTV stake

On Tuesday, AMG Media Networks Limited, a wholly-owned subsidiary of Adani Enterprises, bought 100% of the equity stakes in VCPL for Rs 113.74 crore.

In 2009, VCPL had offered an unsecured loan of Rs 403.85 crore to Radhika Roy Prannoy Roy Private Limited. As per the terms of the loan agreement, VCPL was allowed to acquire a 29.18% stake in the media group “at any time during the tenure of the loan or thereafter without requiring any further act or deed on the part of the lender”.

Adani Group on Tuesday said that it exercised these rights, through which it is seeking to acquire the media group NDTV.