India's corporate landscape has witnessed few hostile takeovers due to its promoter-driven ownership structure, but three cases over the past 25 years stand out for their unique circumstances and significant impact. These transactions demonstrate how financial stress, regulatory mechanisms, and strategic positioning can enable control shifts even in a market where such attempts typically face strong resistance.

L&T-Mindtree: Financial Stress Triggers IT Sector's First Hostile Takeover

Mindtree, founded in 1999, had established itself as a premier IT services firm with strong fundamentals and consistent growth. The company delivered impressive performance metrics over two decades, maintaining zero debt while achieving substantial revenue and profit expansion.

The takeover catalyst emerged from Coffee Day Enterprises' financial difficulties. VG Siddhartha, who had invested Rs. 44.00 crore in Mindtree's Series A funding, had increased his stake to 20.30 percent, becoming the largest shareholder. However, Coffee Day's debt-funded expansion created cash flow pressures, forcing Siddhartha to pledge significant portions of his holdings.

When Siddhartha's negotiations with private equity at Rs. 975.00 per share collapsed due to pledge complications, Larsen & Toubro stepped in with a superior offer:

Mindtree's promoters and board strongly opposed the takeover, citing cultural concerns rather than valuation issues. Their defensive strategies, including approaches to KKR and ChrysCapital, ultimately failed due to regulatory constraints and control demands from potential white knights. The acquisition concluded in 2022 when L&T merged Mindtree with L&T Infotech to form LTIMindtree.

Adani-NDTV: Debt Conversion Enables Media Sector Entry

The Adani Group's acquisition of NDTV originated from a decade-old financial arrangement. NDTV founders Radhika and Prannoy Roy had secured an interest-free loan exceeding Rs. 400.00 crore from Vishvapradhan Commercial Pvt Ltd (VCPL), pledging NDTV shares as collateral.

VCPL, later acquired by Adani Enterprises Ltd, held conversion warrants that enabled it to transform the unpaid loan into equity control. This mechanism provided VCPL with a 29.18 percent indirect stake in NDTV through RRPR Holdings Pvt Ltd, the Roys' promoter company.

The regulatory framework required Adani Group to launch an open offer once their holding exceeded 25.00 percent:

In August 2022, Adani Group firms launched an open offer for 1.67 crore equity shares targeting 26.00 percent additional ownership. While public and institutional investors tendered only 8.27 percent, this established Adani as the single largest shareholder. A subsequent direct acquisition of 27.26 percent from the founders brought total control to 64.71 percent.

United Spirits-Shaw Wallace: Two-Decade Corporate Battle

The Shaw Wallace takeover saga began in 1985 when Vijay Mallya attempted a hostile bid alongside NRI businessman Manu Chhabria. Shaw Wallace, under S. Panduranga Acharya's leadership, controlled premium brands including Royal Challenge, Haywards, Director's Special, Antiquity, and Officer's Choice.

The initial alliance collapsed when Chhabria outmaneuvered Mallya, securing Shaw Wallace control in 1987. This defeat would influence Mallya's strategy for nearly two decades until circumstances shifted following Manu Chhabria's death in 2002.

Deteriorating finances within the Chhabria family created exit opportunities by 2004. When competing bids and internal disagreements delayed resolution, Mallya launched a strategic hostile open offer in February 2005:

Within weeks of the hostile offer, Vidya Chhabria agreed to sell her controlling stake to UB Group. The acquisition added over 60 liquor brands to Mallya's portfolio and was formally completed when the Calcutta High Court approved Shaw Wallace's amalgamation with United Spirits.

Market Structure Challenges for Hostile Takeovers

Hostile takeovers remain uncommon in India due to structural and regulatory factors. Most listed companies maintain promoter holdings well above 40-50 percent, making external control acquisition extremely difficult without promoter consent. India's takeover regulations mandate open offers once specific thresholds are crossed, increasing both cost and visibility of hostile attempts.

Cultural preferences for negotiated settlements over confrontational takeovers, combined with institutional investor tendencies to support existing management, create additional barriers. These three cases succeeded primarily due to exceptional circumstances: financial distress, debt conversion mechanisms, and prolonged corporate battles that ultimately favored strategic patience over immediate hostile action.