Key Points
SEBI has issued show cause notices to Pranav Adani and three relatives over alleged insider trading linked to the Adani Group’s open offer for NDTV in August 2022.
The regulator alleges that frequent communication during the unpublished price sensitive information (UPSI) period preceded substantial trading gains in NDTV shares.
The proceedings come days after SEBI closed a separate insider trading case against Pranav Adani relating to Adani Green Energy, citing lack of evidence.
The Securities and Exchange Board of India (SEBI) has alleged that Pranav Adani, nephew of billionaire Gautam Adani, violated insider trading regulations during the Adani Group’s takeover of NDTV. SEBI alleges that in August 2022, Pranav, a director on the boards of several Adani Group companies, shared unpublished price sensitive information (UPSI) relating to the conglomerate’s open offer to acquire a significant stake in the news broadcaster.
A report published by the Economic Times on 17 December 2025, revealed that SEBI issued show cause notices on 15 October 2025, to Pranav Adani, his brothers-in-law Kunal Shah and Nrupal Shah, and his father-in-law Dhanpal Shah. SEBI has alleged that Pranav Adani shared UPSI about the proposed open offer with his relatives, who then traded in NDTV shares while in possession of this information. The regulator cited call data showing frequent communication between Pranav Adani and the three relatives during the UPSI period as a key basis for its allegations.
The case centres on events surrounding a corporate announcement made after market hours on 23 August 2022. On that day, JM Financial, the manager of the open offer, informed stock exchanges that Vishvapradhan Commercial Pvt. Ltd., along with AMG Media Networks and Adani Enterprises, would acquire up to 26% of NDTV’s share capital from public shareholders. The open offer involved the purchase of 16.76 million shares valuing the transaction at ₹492.81 crore. This came soon after Vishvapradhan Commercial acquired a 29.18% stake in the media enterprise.
It is worth noting that AMG Media Networks is wholly owned by Adani Enterprises. On 20 August 2022, the Adani Group had notified that AMG Media had acquired a 100% stake in Vishvapradhan Commercial Pvt. Ltd. In 2009-10, Vishvapradhan Commercial had provided NDTV with a loan of ₹403.85 crore. After the acquisition, the Adani Group utilised a clause in the loan agreement which stipulated that the company could convert the loan amount into equity shares. This allowed the group to essentially takeover the media network without the consent of its founders, Radhika and Prannoy Roy.
SEBI has said that because the open offer announcement was made after the close of trading, the information qualified UPSI until it was disseminated through the exchanges. When trading resumed on 24 August 2022, NDTV shares opened around 2.5% higher than the previous close and ended the session nearly 5% higher on the National Stock Exchange. The regulator noted that the announcement “materially affected the price of the scrip of NDTV upon coming into the public domain”.
Following the price movement, SEBI launched an investigation covering the period from 2 May 2022 to 15 September 2022, spanning the pre-UPSI, UPSI and post announcement phases. The probe examined whether certain entities had traded in NDTV shares while in possession of price sensitive information.
According to SEBI’s findings, Kunal Shah allegedly bought NDTV shares on multiple occasions during the UPSI period, including in the weeks and days leading up to the announcement. On 8 August 2022, his trades accounted for nearly 9% of the total trading volume in NDTV shares on the National Stock Exchange, which the regulator described as significant. SEBI alleged that Kunal Shah accumulated a net buy position of 78,000 shares during the UPSI period and later sold these positions after the announcement.
The regulator has estimated that Kunal Shah earned unlawful profits of ₹52.89 lakh from these trades. It has further alleged that Nrupal Shah and Dhanpal Shah earned unlawful profits of ₹52.7 lakh and ₹32.6 lakh, respectively. SEBI has characterised all three as “connected persons” under insider trading regulations.
Based on these findings, SEBI has initiated adjudication proceedings to determine whether penalties should be imposed. Pranav Adani is alleged to have violated regulations that prohibit insiders from communicating UPSI, while the other three are alleged to have breached provisions barring trading while in possession of such information.
Only days earlier, on 12 December 2025, SEBI had dropped a separate insider trading case against Pranav Adani and two of the same relatives. In that earlier matter, the regulator had examined allegations that Pranav Adani shared confidential information about Adani Green Energy’s acquisition of SB Energy with his relatives before the deal was announced. SEBI concluded that there was no evidence of UPSI sharing and that the trades in question were genuine, leading it to close the case without imposing any penalties.
Earlier, in September 2025, SEBI had cleared the Adani Group of allegations of stock manipulation and financial fraud levelled against the conglomerate by Hindenburg Research in 2023.
The outcome of the NDTV related proceedings will now hinge on SEBI’s adjudication process and whether the regulator’s allegations of information sharing and trading during the UPSI period can be sustained.
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