Synopsis: This article examines rare hostile takeovers in India over the past 25 years, including L&T-Mindtree, Adani-NDTV, and United Spirits-Shaw Wallace. It highlights how financial stress, regulatory triggers, and shareholder exits enabled control shifts in a promoter-dominated market where hostile bids remain uncommon.
In a market known for promoter dominance and quiet, negotiated control transfers, a few takeovers over the past 25 years have stood out for the way they unfolded, where some openly contested, others quietly triggered by financial stress, regulatory clauses, or shareholder exits. Together, they reveal how control can shift in India through very different routes.
Mindtree, founded in 1999 by a group of senior IT professionals, had built a reputation as a high-quality, employee-friendly IT services firm with strong financials, zero debt, and consistent growth. By 2018, it had delivered over two decades of roughly 23 percent annual revenue growth and 22 percent profit growth, making it an attractive long-term business.
One of its earliest investors was VG Siddhartha of Coffee Day Enterprises, who had invested Rs. 44 crore in Mindtree’s Series A and steadily increased his holding to 20.3 percent, becoming its largest shareholder. However, Coffee Day’s aggressive, debt-funded expansion strained cash flows, and Siddhartha had pledged a large part of both his CCD and Mindtree holdings. As debt pressure mounted, he sought to sell his Mindtree stake and initially negotiated with private equity at Rs. 975 per share, but the deal collapsed due to complications arising from pledged shares.
Larsen & Toubro stepped in with an offer of Rs. 980 per share and agreed to resolve the pledge-related issues, leading Siddhartha to sell his entire stake to L&T in March 2019. This transaction, combined with L&T’s earlier market purchases, took its stake beyond 25 percent, triggering SEBI’s mandatory open-offer requirement. L&T launched an open offer for an additional 31 percent, well above the minimum, signalling clear intent to gain control.
Mindtree’s promoters and board strongly opposed the takeover, citing cultural misalignment rather than valuation concerns. They explored defensive measures such as share buybacks and seeking white knights like KKR and ChrysCapital, but these options failed either due to regulatory limits or because potential saviours demanded board control, which the promoters were unwilling to concede.
With no viable defence left, Mindtree’s promoters eventually tendered their shares in the open offer, allowing L&T to secure close to 60 percent ownership. Within months, all remaining co-founders resigned, marking the end of Mindtree as an independent, founder-led firm. The acquisition became India’s first large-scale hostile takeover in the IT services sector and underscored how capital structure stress at one shareholder level can alter the destiny of a fundamentally strong company. In 2022, L&T merged Mindtree with L&T Infotech to form LTIMindtree, closing the chapter on a takeover where sentiment and legacy lost out to balance-sheet reality, regulatory mechanics, and strategic logic.
Adani-NDTV
NDTV founders Radhika and Prannoy Roy had taken an interest-free loan of over Rs. 400 crore from Vishvapradhan Commercial Pvt Ltd (VCPL) more than a decade ago, pledging a portion of their shares in NDTV as collateral. VCPL, which was later acquired by the Adani Group through Adani Enterprises Ltd, held warrants that allowed it to convert the unpaid loan into a controlling stake in RRPR Holdings Pvt Ltd, the Roys’ promoter company.
This conversion ultimately gave VCPL a 29.18 percent indirect stake in NDTV, marking the first step in Adani Group’s entry into the media sector. Prior to this, VCPL had changed ownership several times, including a period under Reliance-linked entities, before being acquired by Adani.
With indirect control of more than 25 percent in NDTV, Adani Group was required under SEBI regulations to make an open offer to acquire at least 26 percent additional shares from public shareholders. In August 2022, Adani Group firms, including VCPL and AMG Media Networks, launched an open offer for 1.67 crore equity shares. While the offer was for 26 percent, public and foreign institutional investors ultimately tendered an 8.27 percent stake, taking Adani’s holding to 37.45 percent and making them the single largest shareholder.
The move was part of a strategic effort to consolidate control over the news channel. Complications arose when SEBI provisionally restricted the founders from dealing in the securities market due to a prior order from 2020, but the dispute was eventually resolved, clearing the way for the open offer and subsequent acquisitions.
Following the open offer, the Adani Group further increased its stake by directly acquiring an additional 27.26 percent from the founders, Radhika and Prannoy Roy, through a mutual agreement. This final acquisition brought Adani’s total holding in NDTV to 64.71 percent, giving the conglomerate absolute control over the company. NDTV, one of India’s oldest media outlets with a significant reach across digital and traditional platforms, thus became part of a broader diversification strategy for Adani Group, which already operates in sectors ranging from energy and mining to airports.
United Spirits-Shaw Wallace
Shaw Wallace & Company, one of India’s most powerful liquor companies, became the centre of a bruising takeover battle beginning in 1985 when Vijay Mallya attempted a hostile bid alongside NRI businessman Manu Chhabria. At the time, Shaw Wallace, under S. Panduranga Acharya, owned marquee brands such as Royal Challenge, Haywards, Director’s Special, Antiquity, and Officer’s Choice, posing a serious competitive threat to Mallya’s UB Group. The alliance quickly collapsed as Chhabria outmanoeuvred Mallya, ultimately securing control of Shaw Wallace after a prolonged corporate and regulatory tussle. Mallya was forced to retreat amid regulatory scrutiny and shifting institutional support, while Shaw Wallace passed into the Chhabria family’s hands in 1987, a defeat that would linger for two decades.
The balance shifted after Manu Chhabria’s death in 2002, when deteriorating finances pushed parts of the family to consider exiting the liquor business. Despite resistance to selling to UB Group, negotiations reopened in 2004 as Shaw Wallace’s parent company struggled with liabilities.
When competing bids and internal family disagreements delayed a decision, Mallya launched a hostile open offer in February 2005 for 25 percent of Shaw Wallace at Rs. 250 per share. The move was designed to block third-party buyers and force a resolution. Within weeks, Vidya Chhabria agreed to sell her 54.54 percent stake to UB Group in a Rs. 1,251 crore deal, marking a dramatic reversal of fortunes for Mallya.
The acquisition added over 60 liquor brands to Mallya’s portfolio and cemented UB Group’s dominance in the Indian spirits market, completing a consolidation drive that had already included Herbertsons and Triumph. The Chhabria family received Rs. 325 per share, including a non-compete premium, while Mallya raised the open-offer price to Rs. 260 for public shareholders. The saga formally closed when the Calcutta High Court approved Shaw Wallace’s amalgamation with United Spirits, a takeover that began as a hostile bid but concluded as a friendly, negotiated deal.
Why Hostile Takeovers Are Uncommon in India
Hostile takeovers are uncommon in India largely due to the country’s promoter-driven ownership structure. Unlike developed markets where shareholding is widely dispersed, most listed Indian companies are controlled by founding families or promoter groups that hold significant stakes, often well above 40–50 percent. This concentrated ownership makes it extremely difficult for an external acquirer to gain control through open-market purchases or tender offers without promoter consent. In many cases, promoters also enjoy strong influence over management, boards, and key shareholders, further reducing the feasibility of a hostile bid.
Regulatory and cultural factors add another layer of resistance. India’s takeover code mandates an open offer once an acquirer crosses specific shareholding thresholds, which increases the cost and visibility of any hostile attempt. At the same time, boards often deploy defensive measures, while banks and institutional investors tend to side with existing promoters due to long-standing relationships and concerns over business continuity. Culturally, Indian corporate governance places a premium on negotiated settlements rather than confrontational takeovers, making friendly acquisitions the preferred and more successful route to change in control.
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