When whispers become truth

I have a piece with Rashmi Birmole and Yash Vardhan in today's (26 Jan 2026) Financial Express analysing the recent order on insider trading exonerating several people in the Adani Green case. The ruling holds that once information enters the public domain, no matter from where, the information ceases to be non-public information. Trades based after the information seeps in would not be prohibited insider trading laws. 

When Market Whispers Become Truth

Sebi order sensibly expands the safe harbour protections for trading on public information

India’s insider trading enforcement framework has evolved since the overhaul of the insider trading regulations in 2015. Over the past decade, SEBI has refined definitions and concepts, and prosecuted insider trading charges with increasing sophistication. Yet one question that remained to be clearly answered is when information reported in the media about corporate transactions, that haven’t been formally announced, goes from being a mere ‘market rumour’ to ‘generally available information’? This is crucial because if a piece of information is classified as generally available, then a person cannot be penalised for insider trading for trading using such information, regardless of how it was obtained. The idea is that if the information is already publicly available and priced in, then the advantage an insider has over public investors disappears. 

Two recent orders passed by SEBI on December 12, 2025, in the Adani Green Energy–SB Energy matter offer the clearest answer to this question yet.​

Both proceedings stemmed from Adani Green Energy Limited’s (AGEL) May 19, 2021 announcement of share purchase agreements executed with SoftBank Group Capital and Bharti Global to acquire their stake in SB Energy Holdings, a transaction that could potentially increase AGEL’s operational capacity by roughly 46%. SEBI investigated trades executed in days preceding the announcement by entities connected to the Adani group. In the first matter, Vinod Bahety, then Head of M&A at the Adani group, was alleged to have communicated inside information about the acquisition to one Tarun Jain, who through proprietary and controlled accounts, consequently purchased 2 lakh AGEL shares on May 14, 2021. In the second, Pranav Adani, a director across multiple Adani entities, was alleged to have tipped his relatives, who purchased AGEL shares on May 17 and 18, 2021. All noticees were exonerated of the insider trading charges without directions, penalties or any directions for disgorgement.​

What is particularly curious about this matter is the multiple instances of contradictions between the adjudicating officer’s (AO) conclusions and the findings of the investigating authorities, as captured in the investigation report (IR). The AO’s evaluation of information reported about the acquisition revealed that the very information that SEBI’s own investigating authority had classified as ‘UPSI’ had been in the public eye for most of the UPSI period in question. The AO found that by May 16, 2021, three days before AGEL’s formal announcement, newspapers reported detailed and specific information about the acquisition, including the stage of the transaction, expected valuation of SB Energy and timelines, that the AO noted is the same information which has been alleged as UPSI, that the noticees supposedly possessed and traded on. The AO rejected the investigating authority’s findings about the news reports being speculative merely on the basis that none of the parties to the transactions provided any comments to the media. 

Interestingly, the findings indicate that SEBI may have silently accepted that UPSI related to the acquisition was not in existence as on May 18, 2021, which contradicted the IR’s claim that UPSI had existed since April 29, 2021. This was because on May 18, BSE had accepted a disclosure from AGEL to the effect that there was no event that required any disclosure and no definitive agreement was signed at that stage. Ironically, the IR itself recognised this announcement as a major one, leading to an increase in the price of AGEL shares. 

The concept of ‘generally available information’ sits at the core of the UPSI definition under Regulation 2(1)(n) of the PIT Regulations. Information qualifies as UPSI only if it is not generally available, where generally available means information accessible to the public on a non-discriminatory basis. This formulation was deliberate, the High-Level Committee that drafted the PIT Regulations recognised that the Indian insider trading framework was founded on the principle of information parity across all market participants, and that information asymmetry, not mere possession of information, is what is prohibited. 

Until now, the doctrine has been applied rather conservatively. Curts and tribunals have been careful to distinguish between vague market chatter and what can be considered a concrete and credible disclosure of information about a potential corporate action, in the context of insider trading allegations. The traditional view was that where an issuer denies or declines to confirm media speculation about a transaction, market participants were entitled to treat the matter as unresolved. 

The Adani Green orders recalibrate this understanding. The AO reasons that if the information reported in the media is specific and accurate, as evidenced by the eventual exchange announcement made on May 19, 2021, then it can be categorised as generally available, regardless of whether the entities involved confirm/comment on any media reports. If negotiations for a significant acquisition are underway and press reports accurately describe them, that information is considered to be already available in the market as it becomes accessible to public at large.​

The orders, treat AGEL’s May 18 clarification as immaterial. Once detailed news reports appeared on May 16, the information had entered the public domain for insider trading purposes, regardless of what the company itself said two days later. Through the Adani Green orders, SEBI has given clearer guidance that detailed, credible financial press coverage of upcoming deals or corporate actions may be treated as ‘general availability’ of inside information about the deal, provided it is accurate, even where the issuer has not confirmed or commented on such coverage. This order sensibly expands the safe harbour protections for trading on public information whether it originated from the company itself or was otherwise available.