SEBI has reportedly accused Pranav Adani, nephew of Gautam Adani and a director at Adani Enterprises, of violating insider trading rules in connection with the Adani Group’s 2022 open offer for NDTV. The market regulator has issued a show-cause notice alleging that he shared unpublished price-sensitive information (UPSI) about the takeover with close relatives, who then traded in NDTV shares and booked unlawful gains.
What SEBI’s latest notice says
According to reports, SEBI served a show-cause notice on October 15, 2025, to Pranav Adani, his brothers-in-law Kunal and Nrupal Shah, and their father, Dhanpal Shah. The notice alleges that Pranav communicated UPSI relating to the NDTV open offer before it was disclosed to the stock exchanges. SEBI cites phone call records showing “frequent communication” between Pranav and the Shah family during the UPSI period, which the regulator says coincided with key internal decisions around the NDTV deal.
The UPSI in question is the Adani Group’s decision to launch an open offer for a 26% stake in NDTV, announced after market hours on August 23, 2022. The offer proposed the acquisition of 16.76 million shares at ₹294 apiece, valuing the deal at about ₹492.81 crore. SEBI’s notice states that this corporate announcement qualified as UPSI until it was disseminated via the exchanges and that the information “materially affected” NDTV’s share price once it became public. NDTV’s stock jumped around 2.5% at open and nearly 5% by close on August 24, 2022.
Alleged trades by relatives and gains
Following the open offer, SEBI launched a probe into trading patterns in NDTV between May 2 and September 15, 2022, covering the pre-UPSI, UPSI and post-announcement phases. The regulator’s findings, as reported, say that Kunal Shah bought NDTV shares on several occasions during the UPSI window, including a large purchase on August 8, 2022, when his trades accounted for nearly 9% of the total volume on the NSE that day. Overall, SEBI alleges he built a net long position of 78,000 shares during the UPSI period and later squared it off after the deal announcement.
SEBI has estimated that Kunal Shah generated profits of about ₹52.89 lakh from these trades, while his brother Nrupal Shah and father Dhanpal Shah allegedly made unlawful gains of around ₹52.7 lakh and ₹32.6 lakh, respectively. All three have been termed “connected persons” under insider trading rules, and SEBI has initiated adjudication proceedings to decide penalties for trading NDTV shares while allegedly in possession of UPSI.
In contrast, Pranav Adani is not accused of trading in NDTV himself in this case. Instead, the allegation is that he breached provisions barring insiders from communicating UPSI to others, which then enabled the Shah family’s trades. Neither Pranav nor the Adani Group has publicly responded to these specific NDTV-related allegations so far, and SEBI did not comment on the matter at its recent press conference.
Background: Adani’s NDTV takeover
The NDTV deal marked a major flashpoint in India’s media and corporate landscape. In August 2022, Adani Group entities used a loan-linked warrant structure via Vishvapradhan Commercial to acquire a 29.18% stake in NDTV and then triggered the mandatory open offer for an additional 26% from public shareholders. The offer price of ₹294 represented a significant premium to NDTV’s pre-announcement trading range and sparked a sharp rally in the stock as investors reacted to the prospect of a change in control.
SEBI’s current case focuses on whether certain investors used advance knowledge of this control transaction to profit from NDTV’s stock movements ahead of the public announcement. The investigation timeline, stretching back to May 2022, reflects the regulator’s attempt to capture any early leaks or pattern of informed trading tied to internal deal milestones, discussions and approvals within the Adani Group and its affiliates.
Contrast with the SB Energy insider trading case
The fresh NDTV-linked allegations come just days after SEBI cleared Pranav Adani and the same Shah relatives in a separate insider trading probe related to Adani Green Energy’s 2021 acquisition of SB Energy. In that matter, SEBI had earlier suspected that confidential details about the SB Energy acquisition were tipped off before they became public and used for trading in Adani Green shares. However, after a lengthy investigation, the regulator issued a detailed order dropping all charges.
In its 50-page ruling on the SB Energy case, SEBI said that while Pranav and the Shah brothers qualified as “connected persons,” it could not establish that they possessed or communicated UPSI at the time of their trades. The order noted that key phone calls did not clearly involve sharing price-sensitive information and that certain trades took place after the information was already in the public domain. As a result, the regulator closed proceedings without any directions or penalties against them.
This contrast is important context: Pranav Adani has just received a clean chit in one high-profile insider trading matter, even as a fresh show-cause notice now accuses him of UPSI leaks in a different transaction, this time tied to NDTV. The outcome of the new adjudication will hinge on whether SEBI can draw a clearer line from communications and trading data to the actual flow of price-sensitive information than it could in the SB Energy case.
Read this: SEBI Gives Adani Group Clean Chit In Hindenburg Case
What happens next
For now, the NDTV case remains at the show-cause and adjudication stage. SEBI will consider responses from Pranav Adani and the Shah family, examine call records, trade logs and any other corroborating evidence before deciding on penalties or possible disgorgement of alleged gains. If the regulator concludes that UPSI was indeed passed on and used for trading, it could impose monetary penalties, bar individuals from the markets for a period, or both. If evidence is deemed insufficient, the case could be dropped as in the SB Energy matter.
Beyond individual liability, the case is another test of SEBI’s stance on insider trading around big-ticket M&A deals, especially those involving politically sensitive groups like Adani. It also comes at a time when the regulator is under intense scrutiny over its handling of previous allegations against the conglomerate. How SEBI proceeds on the NDTV open offer probe will be watched closely by investors, governance advocates and the wider corporate sector as a signal of the watchdog’s appetite for aggressive enforcement in complex, relationship-driven trading networks.
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