SEBI Drops Insider Trading Charges Against Pranav Adani, Others in Adani Green Case

The Securities and Exchange Board of India has held that no case of insider trading was made out against Pranav Vinod Adani and two other noticees in relation to trading in the shares of Adani Green Energy Limited ahead of the company’s acquisition of SB Energy Holdings Limited.

The regulator concluded that the material on record did not establish possession or communication of unpublished price sensitive information at the time of the impugned trades.

The proceedings stemmed from SEBI’s investigation into trades executed in May 2021, shortly before Adani Green Energy Limited announced that it had entered into share purchase agreements with SoftBank Group Capital Limited and Bharti Global Limited for acquisition of SB Energy.

SEBI had alleged that information relating to the acquisition constituted unpublished price sensitive information and that such information was misused by the noticees.

At the outset, SEBI reiterated the legal threshold applicable to insider trading allegations, observing that “the charge of insider trading is one of the most serious charges in relation to the securities market” and therefore “demands high degree of evidence to support the allegations”.

While examining whether the acquisition constituted unpublished price sensitive information, SEBI emphasised that not every stage of negotiation in a merger or acquisition results in UPSI.

The regulator observed that “UPSI in the context of merger/acquisition does not come into existence on the date of start of negotiations but it comes into existence only after crystallization”.

SEBI took note of the fact that several detailed news reports concerning Adani Green’s proposed acquisition of SB Energy were published on May 16, 2021 in newspapers of wide circulation. These reports disclosed key aspects of the transaction, including the parties involved, the operational capacity of SB Energy and the advanced stage of discussions. In this backdrop, SEBI observed that “information relating to a company or securities, that is not generally available would be unpublished price sensitive information if it is likely to materially affect the price upon coming into the public domain”, and held that the publication of such detailed media reports rendered the information generally available.

The regulator also referred to Adani Green Energy Limited’s response to stock exchange queries on May 18, 2021, wherein the company stated that “there is no event/ information that requires any disclosure neither there is any definitive agreement signed by the Company which requires any disclosure”. SEBI did not record any adverse finding against the company in respect of this disclosure.

On the issue of alleged communication of UPSI, SEBI categorically rejected the inference drawn solely on the basis of personal relationships and call data records. The order records that “mere relationship or frequent telephonic communication, in the absence of cogent evidence, cannot by itself establish communication of unpublished price sensitive information”.

SEBI further noted that the impugned trades were executed after the publication of media reports and during a period when the scrip had already shown price movement. In this context, the regulator accepted the submission that “the price of the scrip had already reacted to the news reports”, weakening the allegation that the trades were driven by exclusive access to non-public information.

Dealing with the statutory presumption under Regulation 4 of the PIT Regulations, SEBI observed that while trades made when in possession of UPSI are presumed to be motivated by such information, “the presumption is rebuttable”. The regulator held that in the present case, “the surrounding circumstances sufficiently rebut the presumption”.

SEBI also noted that for the purposes of the PIT Regulations, the onus initially lies on the regulator to establish the existence of unpublished price sensitive information and its possession by the alleged insider at the relevant time, failing which no adverse inference can be drawn.

In view of the above findings, SEBI concluded that the evidence was insufficient to establish violations of Section 12A of the SEBI Act or Regulations 3 and 4 of the PIT Regulations.

Accordingly, the proceedings against all noticees were disposed of without issuance of any directions or penalties.

Case Title: SEBI v. Pranav Vinod Adani & Others

Court: Santosh Kumar Shukla, Quasi-Judicial Authority, SEBI

Date of Judgment: 12.12.2025