Final Order in the matter of Sadhna Broadcast Limited

WTM/AB/ISD/ISD-SEC-5/31442/2025-26 SECURITIES AND EXCHANGE BOARD OF INDIA FINAL ORDER Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 In respect of: Noticee No. Name of the Noticee PAN 1. Gaurav Gupta AKHPG5185D 2. Rakesh Kumar Gupta AAEPG2752R 3. Shreya Gupta AIMPJ4419J 4. Saurabh Gupta BFEPG0692E 5. Arpan Gupta AMCPG5914F 6. Sadhna Bio Oils Pvt. Ltd. AAKCS4057N 7. Virtual Business Solution Pvt. Ltd. AAFCV0106J 8. Varun Media Pvt Ltd AAACV7714K 9. Naman Broadcastings And AACCN7384F Telecommunications Pvt Ltd 10. Madhu Render Singh CDBPS4643B 11. Sulabh Dikshit ANEPD9669B 12. Paras Shah DOKPS0203A 13. Neha Aggarwal AQDPA1749D 14. Vivek Kumar ASGPK4582P 15. Pooja Aggarwal AGMPA6216C 16. Yogesh Kumar Gupta ABJPG8977G 17. Magnesh Bala ABKPG9103H 18. Rajshree Goel AAAPG6302R 19. Sunil Goel AAAPG2658J 20. Reena Goel AHAPG6228M 21. Subhash Agarwal AAEPA6699R

Final Order in the matter of Sadhna Broadcast Limited

22. Bhim Singh Chaudhary CGZPS8373K 23. Anshu Aggarwal AMFPA0593B 24. Renuka Aggarwal AAUPW5249D 25. Peeyush Agrawal AKUPA6832C 26. Lokesh Shah BJTPS0492R 27. High Spirits Sales Agencies Pvt Ltd AACCH3216L 28. Neha Agarwal BLJPA5504J 29. Piyush Agarwal APBPA7314M 30. Mohit Sarawgi DCNPS6877P 31. Chinnu BGQPC3096K 32. Nitin Sanghi DEDPS4277D 33. Naresh Kumar ASPPK8654F 34. SMR Leasing AAACK7696M 35. Sapan Kumar Agarwal BBHPK0862R 36. Kavita Shah CMFPK4274B 37. Wessel Consultancy Pvt Ltd. AABCW7779E 38. Ramesh Kumar Shah AATPS1022P 39. Jatin Manubhai Shah AEGPS5807M 40. Heli Jatin Shah BXYPS2148P 41. Daivik Jatin Shah BXYPS2715J 42. Karavan Tradelink OPC Pvt Ltd AAGCK2880F 43. Angad Rathod CIUPR1814B 44. Sachinkumar Bhagvandas Sahu LEEPS5006R 45. Vijay Sureshbhai Udhani ABFPU4675D 46. Ayushi Udhani ABBPU6977A 47. Krunal Chavda AIFPC0310C 48. Kishansinh Mansinh Rajput BSFPR0253J 49. Dipak Dwiwedi ATDPD4055C 50. Mayank Kumar Agarwal AMRPM3484H

51. Swati Agarwal AHSPA6945R 52. Manish Mishra AMPPM6823L 53. Anshu Mishra BMIPS3480H 54. Purav Bharatbhai Patel ANWPP1802G 55. Vivek Chauhan AHPPC9620A 56. Bhumikaben Patel DBGPP7230F 57. Dahyabhai Patel ACKPP9719R 58. Santokben Dahyabhai Patel AIZPP9167G 59. Ravindra Dahyabhai Patel BYQPP8276E 60. Arshad Hussain Warsi AAAPW7191G 61. Maria Goretti Warsi ADGPW7391F 62. Iqbal Hussain Warsi ABCPW9842M 63. Aahuti Rasik Mistry AKSPM8453F 64. Paresh Dhirajlal Shah ANBPS3002L (The aforesaid entities are hereinafter individually referred to by their respective names/noticee numbers and collectively as “the Noticees”.)

In the matter of Sadhna Broadcast Ltd

1. Sadhna Broadcast Limited (now known as “Crystal Business System Ltd” and hereinafter referred to as “SBL”/ “Company”) was incorporated in 1994 and got listed on BSE Ltd. (BSE) on January 18, 2018. As per its Annual Report for FY23, SBL is engaged in the business of launching television channels, carrying on the business of television news, films and other allied activities. SBL’s registered office is at ‘37th, Second Floor, Rani Jhansi Road, Motia Khan, Paharganj, Delhi -110055’. 2. Securities and Exchange Board of India (SEBI) received complaints from the email address nsebsewhistleblower@gmail.com, during the period July to September 2022, inter alia, alleging that there was price manipulation and subsequent offloading of shares in the scrip of SBL. It was also stated in the complaints that YouTube videos were being uploaded with false content to lure investors and a paid marketing campaign worth Crores was undertaken to make the videos reach a wider audience. The complainant also provided links to YouTube videos, names of YouTube channels and dates when the videos were uploaded.

3. SEBI examined the complaints and prima facie found that net sellers in the shares of SBL were connected to the creator of YouTube channels, wherein videos with false content and unrealistic target price for the scrip were uploaded with the intention to influence and induce public investors to invest in the scrip. Search and seizure operations were conducted at the premises of 15 Noticees wherein various documentary and electronic evidences were gathered and statements of various Noticees were recorded on oath. The details of the Noticees whose premises were searched are as follows: Sr. No. Name Address Entities who are Noticees in this order pursuant to Search-and- Seizure operation 1 Gaurav Gupta 15A, Bela Road, Civil Lines, Delhi - 110054 2 Rakesh Kumar Gupta 15A, Bela Road, Civil Lines, Delhi - 110054 3 Shreya Gupta 15A, Bela Road, Civil Lines, Delhi - 110054 4 Saurabh Gupta 15A, Bela Road, Civil Lines, Delhi - 110054 5 Purav Patel 8, Mitramundal Society, Usmanpura, Ahmedabad, Gujarat - 380013 6 Subhash Agarwal 73 – Kailash Hills, New Delhi - 65 7 Manish Mishra C-11, North Park, Adani Shantigram, Ahmedabad - 382421 8 Anshu Mishra C-11, North Park, Adani Shantigram, Ahmedabad - 382421 9 Dipak Dwiwedi F 002, Kuber Residency, Science City, Bhadaj Circle, Ahmedabad - 380060 11 Anshu Aggarwal J-402, BPTP Park Grandeura, Sector-82, Faridabad, Haryana - 121002

12 Jatin Shah A-4 Shashwat Apartment, Hirabag, Ambawadi, Ellisbridge, Ahmedabad, Gujarat - 380006 13 Heli Jatin Shah A-4 Shashwat Apartment, Hirabag, Ambawadi, Ellisbridge, Ahmedabad, Gujarat - 380006 14 Daivik Jatin Shah A-4 Shashwat Apartment, Hirabag, Ambawadi, Ellisbridge, Ahmedabad, Gujarat - 380006 15 Aahuti Rasik Mistry A-204, Imperial Heights, Best Nagar, Goregaon West, Mumbai - 104

4. Based on the examination, an Interim Order dated March 02, 2023 (Interim Order), was passed against 31 (Thirty-One) Noticees. Simultaneously, Search-and-Seizure was conducted in the matter as referred to above.

Show Cause Notice and Summary of Allegations

5. SEBI conducted a detailed investigation into the alleged manipulation in the scrip of SBL for the period from March 8, 2022 to November 30, 2022 (Investigation Period/IP). Based on the findings of the investigation, a show cause notice (SCN) was issued to 64 entities calling upon them to show cause as to why suitable directions under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) of the SEBI Act, 1992 should not be issued against them for the violations alleged therein. 6. The SCN recorded that the price and volume of the scrip of SBL was manipulated through a coordinated scheme involving the dissemination of misleading information and structured trading among connected entities. The scheme, the SCN alleged, was planned and executed by certain members of the promoter group of SBL in collusion with other individuals and entities, with the objective of artificially inflating the price of the scrip and offloading shares to unsuspecting investors at elevated prices. 7. The SCN alleged that the manipulation was carried out in the following manner:

7.1. Misleading YouTube videos were uploaded through popular YouTube channels such as "The Advisor" and "Moneywise", which falsely projected the Company as a turnaround story and gave unrealistic target prices for the stock. 7.2. These videos were promoted through paid marketing campaigns in order to reach a large number of retail investors. 7.3. Simultaneously, trading accounts of various connected entities were used to create artificial volume and price movement in the scrip through structured trades. 7.4. Once sufficient interest was generated among retail investors, entities connected to the promoter group and the video creators offloaded their shareholding at inflated prices. 7.5. The SCN further categorised the Noticees based on their respective roles. The Noticees basically fell under the following four categories:

(i) Misleading Message Disseminators: Entities that created and promoted false content through YouTube videos. (ii) Net Sellers: Promoter group entities and entities connected to MMDs who offloaded their shares at artificially inflated prices during the Investigation Period. (iii) Volume Creators: Entities that engaged in structured trading to generate artificial demand and mislead the market. (iv) Information Carriers: Intermediaries who facilitated communication and coordinated trades among various entities. 8. The SCN also detailed the linkages between the various entities based on common KYC attributes, call data records, fund transfers, common addresses, familial relationships, and trading behaviour. It was alleged that the 64 Noticees acted in concert and were part of a common fraudulent scheme in contravention of the provisions of the SEBI Act, 1992 and the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (“PFUTP Regulations, 2003”).

Hearing and Replies 9. The status of filing of replies by the Noticees and the dates on which they appeared for personal hearing are given in the table below:

Noticee Name of the Noticee Date of Hearing Whether No. Reply Filed on merits 1. Gaurav Gupta February 18, 2025 Yes 2. Rakesh Kumar Gupta February 18, 2025 Yes 3. Shreya Gupta February 18, 2025 Yes 4. Saurabh Gupta February 18, 2025 Yes 5. Arpan Gupta NOT APPEARED Yes 6. Sadhna Bio Oils Pvt. Ltd. February 18, 2025 Yes 7. Virtual Business Solution Pvt. NOT APPEARED Yes Ltd. 8. Varun Media Pvt Ltd NOT APPEARED Yes (Under CIRP) 9. Naman Broadcastings And NOT APPEARED No Telecommunications Pvt Ltd 10. Madhu Render Singh NOT APPEARED No 11. Sulabh Dikshit NOT APPEARED Yes 12. Paras Shah NOT APPEARED Yes 13. Neha Aggarwal NOT APPEARED No 14. Vivek Kumar NOT APPEARED Yes 15. Pooja Aggarwal NOT APPEARED Yes 16. Yogesh Kumar Gupta NOT APPEARED Yes 17. Magnesh Bala NOT APPEARED Yes 18. Rajshree Goel February 21, 2025 Yes 19. Sunil Goel February 21, 2025 Yes 20. Reena Goel February 21, 2025 Yes 21. Subhash Agarwal February 21, 2025 Yes 22. Bhim Singh Chaudhary NOT AVAILED Yes HEARING

23. Anshu Aggarwal January 7, 2025 Yes March 5, 2025 April 1, 2025 April 3, 2025 24. Renuka Aggarwal February 21, 2025 Yes 25. Peeyush Agrawal February 21, 2025 Yes 26. Lokesh Shah February 21, 2025 Yes 27. High Spirits Sales Agencies NOT APPEARED No Pvt Ltd 28. Neha Agarwal February 21, 2025 Yes 29. Piyush Agarwal September 25, 2024 No 30. Mohit Sarawgi September 25, 2024 Yes 31. Chinnu January 10, 2025 Yes 32. Nitin Sanghi February 20, 2025 No 33. Naresh Kumar September 25, 2024 Yes 34. SMR Leasing January 10, 2025 Yes 35. Sapan Kumar Agarwal September 25, 2024 Yes 36. Kavita Shah September 25, 2024 Yes 37. Wessel Consultancy Pvt Ltd. January 10, 2025 Yes 38. Ramesh Kumar Shah NOT APPEARED No 39. Jatin Manubhai Shah January 7, 2025 No (Filed Writ March 5, 2025 Petition (L) 14100 of 2025 – Before High Court of Bombay) 40. Heli Jatin Shah January 7, 2025 No (Filed Writ March 5, 2025 Petition (L) 14100 of 2025 – Before High Court of Bombay) 41. Daivik Jatin Shah January 7, 2025 No (Filed Writ March 5, 2025 Petition (L) 14100 of 2025 – Before High Court of Bombay) 42. Karavan Tradelink OPC Pvt January 7, 2025 No (Filed Writ Ltd March 5, 2025 Petition (L)

14100 of 2025 – Before High Court of Bombay) 43. Angad Rathod January 7, 2025 Yes March 5, 2025 April 1, 2025 April 3, 2025 44. Sachinkumar Bhagvandas January 7, 2025 Yes Sahu March 5, 2025 April 1, 2025 April 3, 2025 45. Vijay Sureshbhai Udhani September 23, 2024 Yes 46. Ayushi Udhani September 23, 2024 Yes 47. Krunal Chavda January 10, 2025 Yes March 5, 2025 April 1, 2025 April 3, 2025 48. Kishansinh Mansinh Rajput NOT APPEARED No 49. Dipak Dwiwedi NOT APPEARED No (Filed SCA 11702 of 2023 – Before High Court of Gujarat) 50. Mayank Kumar Agarwal January 7, 2025 Yes March 5, 2025 April 1, 2025 April 3, 2025 51. Swati Agarwal January 7, 2025 Yes March 5, 2025 April 1, 2025 April 3, 2025 52. Manish Mishra NOT APPEARED No (Filed SCA 11463 of 2023 – Before High Court of Gujarat) 53. Anshu Mishra NOT APPEARED No

54. Purav Bharatbhai Patel February 20, 2025 Yes (Part Reply filed) 55. Vivek Chauhan NOT APPEARED No 56. Bhumikaben Patel February 20, 2025 Yes

57. Dahyabhai Patel February 20, 2025 Yes 58. Santokben Dahyabhai Patel February 20, 2025 Yes 59. Ravindra Dahyabhai Patel Settlement Order passed 60. Arshad Hussain Warsi January 7, 2025 Yes 61. Maria Goretti Warsi January 7, 2025 Yes 62. Iqbal Hussain Warsi January 7, 2025 Yes 63. Aahuti Rasik Mistry September 24, 2024 Yes February 20, 2025 64. Paresh Dhirajlal Shah January 8, 2025 Yes

10. It can be noted from the above table that Noticees 9, 10, 13, 27, 29, 32, 38- 42, 48, 49, 52, 53 and 55 have not filed replies on merits. The charges against the said Noticees will be considered based on the material available on record. 11. Additionally, it is noted that Noticees 49, 52 and 53 have preferred a writ petition before the Hon’ble Gujarat High Court and Noticees 39 – 42 before the Hon’ble Bombay High Court. It is noted that no stay has been granted by both Hon’ble High Courts, in the respective petitions, barring the passing of the final order in this matter. 12. Further, in an appeal preferred by Noticees 60-62 against the directions issued vide the Interim Order, the Hon’ble Securities Appellate Tribunal has directed SEBI to pass the final order in the matter prior to May 31, 2025. Given the above, the proceedings initiated vide the SCN are being brought to a logical conclusion based on the material available on record and replies filed by the Noticees, where available. Preliminary Objections 13. It is noted that certain Noticees have raised preliminary objections in their submissions before me, which is required to be dealt with before I proceed on merits.

I note that the preliminary objections can be broadly classified under three heads: 13.1. Inspection – It is noted that an opportunity to inspect the records was provided to all the Noticees that sought inspection. Copies of documents other than those which contained third-party or personal information was provided. Further, any documents or records, not hit by the restrictions recounted above, which were specifically pressed for at the time of personal hearing before me but were not provided earlier, were furnished to the Noticees. 13.2. Given the same, I do not find any merit in objections raised regarding non-furnishing of documents. 13.3. Cross-Examination - I note that statements were recorded in the matter. However, as cross-examination was not granted, the statements are not being relied upon to establish charges against any person. They are being considered, in certain instances, only to the limited extent of assessing the conduct of the person who gave the statement. 13.4. Accordingly, I note that the issue of cross-examination is settled and warrants no further consideration.

13.5. Electronic Records – It is observed that certain Noticees vide their replies contested the admissibility of electronic records seized during the Search-and-Seizure operations. In this regard, I note that SEBI appointed an Investigating Authority under section 11C of the SEBI Act, 1992 to carry out an investigation in the matter. Subsequently, after obtaining due permission of the Competent Court, a Search-and- Seizure operation was carried out. The said order of the Competent Court granted authorisation to the Investigating Authority to search and seize evidence including electronic data stored in electronic devices. Further, wherever required, a certificate under Section 65B of the Indian Evidence Act 1872 was duly obtained to ensure the admissibility of electronic records. 13.6. Given the same, the objections raised in this respect are liable to be rejected.

Consideration

14. Having addressed the preliminary objections, I am moving on to consider the issues on merits. I note that the crux of the allegations made in SCN is that certain entities connected to promoters of SBL orchestrated a pump and dump operation during the Investigation Period in the scrip of the Company. The Investigation Period, it is noted, was divided into six patches the details of which are given in the Table below:

Phases Patch Period Activity During the period, the trading volume was very January 3, 2022 to March 4, Pre-investigation low. The period was 2022 considered as Pre- Investigation Period. Pre-video upload March 8, 2022 to July 14, Increase in volume and rise Patch 1 phase 2022 in price of the scrip. Increase in price of the scrip First phase of July 15, 2022 to August 12, Patch 2 and significant increase in uploading of videos 2022 volume Decrease in price and August 16, 2022 to August Patch 3 volume of the scrip vis-a-vis 29, 2022 Patch 2 Rise in price and increase Second phase of August 30, 2022 to Patch 4 in volume of the scrip uploading of videos September 12, 2022 compared to Patch 3. September 13, 2022 to Patch 5 Fall in volume and price October 21, 2022 Third phase of October 23, 2022 to Increase in volume in the Patch 6 uploading of videos November 30, 2022 scrip and rise in price. Decline in volume and price December 1, 2022 to of the scrip. This is the post- December 30, 2022 Post-investigation Investigation Period. , 15. The split-adjusted share price movement of the Company during the period January 03, 2022 to December 30, 2022, is shown in the chart below: 35 10000 2 videos (July 28) 33.15 No.of Shares 9000 30 2 … 4 videos 2 videos 8000 25 Video (July 17) (Oct 23) (Nov 22) 7000 Video (July 15) 6000 20 10.15 5000 15 (post split 10:1) 4000 10 5.96 3000 2.55 2.76 2000 5 10.19 1000 0 0 s d n a s u o P1 P6 h P2 P3P4 P5 T

16. It can be noted that the increase in the share price of SBL, other than in Patch I, coincided with YouTube videos promoting the scrip being uploaded on various channels. Given the same, it would be appropriate to first look at the evidence available on record in respect of the contents of these videos. YouTube Videos 17. It is noted that as per the allegations contained in the SCN, Manish Mishra (“Manish”) along with connected persons, Dipak Dwivedi and Vivek Chauhan, were responsible for creating, uploading and promoting the YouTube videos which promoted false and misleading information regarding the scrip of SBL. 18. It is noted from the records that five YouTube Channels were identified where such videos promoting the scrip of SBL were uploaded during the Investigation Period. The names of these channels along with the month in which they were created and the subscriber count of the channels are given in the Table below: Sr. Chanel Name Creation month No. of subscribers * No. 1. The Advisor July 2021 824000 2. Midcap Calls January 2022 382000^ 3. Profit Yatra September 2021 332000 4. Moneywise July 2021 767000 5. India Bullish July 2021 187000 * As available from the YouTube records seized at the premise of Manish Mishra (Noticee 52) on March 02, 2023. ^ As per the screenshot of the YouTube channel taken on November 15, 2022. 19. The SCN also provided the dates on which videos promoting the scrip were uploaded on the aforesaid channels and the same are tabulated below: Channel Name Sr. No. Date of upload Moneywise 1 July 15, 2022 The Advisor 2 July 17, 2022 The Advisor 3 July 28, 2022 The Advisor 4 July 28, 2022 Moneywise 5 July 28, 2022 Moneywise 6 September 02, 2022

Channel Name Sr. No. Date of upload The Advisor 7 September 02, 2022 Profit Yatra 8 October 23, 2022 India Bullish 9 October 23, 2022 Moneywise 10 October 23, 2022 The Advisor 11 October 23, 2022 Midcap Calls 12 November 22, 2022 Profit Yatra 13 November 22, 2022

20. It is noted that as per the information obtained from Google, the aforesaid channels would mark these videos as private within a few days of their uploading. It is noted that during the investigation, the videos mentioned at Sl. No. 1 to 5 in the Table above were downloaded and analyzed. A screenshot of one of such videos, before it was deleted or made private, is given below:

21. It can be noted from the screengrab posted above that the video was recommending the scrip of SBL. Some statements made in the video promoting the scrip are reproduced below: a. The company has 5G license. SBL is going to be taken over by Adani group. The margins of the company will increase after the deal. b. The company is moving from TV production to movie production.

c. A big American corporation has entered into a contract for Rs. 1,100 Crore to produce 4 devotional movies where the money will be brought in by the American investor but the rights will remain with SBL. d. Big Mutual funds have already bought the stock. e. The promoter shareholding has been increasing. f. The technical indicators like Relative Strength Index (RSI) and Moving Average Convergence/Divergence (MACD) suggest that the price of the company is very bullish mode and the target price is INR 76 in three months and INR 340 in one year. g. The company is debt free, the fundamentals of the company are strong and the net profit of the company has increased substantially. 22. Based on the information available on record and the corporate announcements made by the Company, it is noted that the contents of the aforesaid videos were false and misleading. These videos, it can be clearly held, were uploaded with a view to manipulate the share price of SBL. 23. Having concluded that the channels in question were uploading videos with a view to manipulate the price of SBL scrip, the next question to consider is who was behind creating, uploading and promoting these videos. 24. It is noted that in order to ascertain the identity of the administrator/creator of the abovementioned YouTube channels, SEBI sought information about these channels from Google. The details regarding the name of administrator, the email id and phone number associated with the Channels, as provided by Google, are provided in the Table below: Sr. Channel Administr Mobile No. Email No. Name ator 9824571964 theadvisor.stocks@gmail.com Manish 1 The Advisor Mishra 8860691117 aayatimishra@gmail.com 8128219480 moneywise.stocks@gmail.com Manish 2 Moneywise Mishra 8860691117 anshumishramanish@gmail.com Manish 9276000000 3 Midcap Calls manishmishra241083@gmail.com Mishra Profit profityatra24@gmail.com 7506798797 4 Profit Yatra Yatra maanishmishra@gmail.com 9313347419 5 India Bullish indiabullish.stocks@gmail.com

Anshu 8860691117 aayatimishra@gmail.com Mishra 25. The identities of the subscribers of the aforesaid phone numbers were obtained from the respective Telephone Service Providers and the said details are given in the Table below: Sr. No. Name of the subscriber as per Telecom Service Mobile No Telecom Service Provider Provider 1. Neeraj Kumar Singh VI 9824571964 2. Manish Mishra JIO 8860691117 3. Himanshu Singh Airtel 8128219480 4. Kapil Sharma VI 9276000000 5. 7506798797 Manjari Tewari VI 6. 9313347419 Sanjaykumar Babulal Suthar JIO

26. It can be noted from the Tables above that the phone number 88606 01117, which was registered in the name of Manish Mishra, was associated with three out of the 5 channels where videos promoting the scrip of SBL were uploaded (viz., The Advisor, Moneywise and India Bullish), confirming that these channels were being operated by the said Noticee. 27. It is further noted from the records that during a Search-and-Seizure operation conducted by SEBI at the premise of Manish Mishra, it was observed that Manish Mishra, apart from using the mobile number 8860691117, was also using the number 9276000000, which was registered in the name of one Kapil Sharma. This number, it can be noted, was associated with the YouTube channel ‘Midcap Calls’. 28. Further, Manish Mishra, in his statement dated March 02, 2022, stated that email addresses:theadvisor.stocks@gmail.com, aayatimishra@gmail.com, moneywise.stocks@gmail.com, manishmishra241083@gmail.com, maanishmishra@gmail.com, indiabullish.stocks@gmail.com, which were linked to the abovementioned five YouTube Channels, were used by him. The email address, anshumishramanish@gmail.com, was also found logged in one of his devices.

Further, in the aforementioned statement, Manish Mishra to a query on details of YouTube Channels owned and operated by him stated “I own around 10 YouTube channels out of which major ones (with subscriber base of more than 1 Lakh) are Moneywise, The Advisor, India Bullish, profit yatra and Midcap Calls”. 29. During the course of Search-and-Seizure, details of YouTube channels, the videos uploaded on these channels and the viewership details of the videos were obtained from one of the devices- HP Laptop with S/N: CND109616B – seized from Manish Mishra. 30. Given the above, it can be conclusively held that all the five above mentioned channels were being operated by Manish Mishra. 31. It was also noted from the information by Google, that the videos promoting the scrip of SBL with misleading information were widely accessed. The views garnered by the said videos are given below: Sr. Date of Channel Name Web-link of video View count No. upload July 15, 1 Moneywise https://www.YouTube.com/watch?v=ixw2BA2bIhM&t=8s 34,89,106 2022 July 17, 2 The Advisor https://www.YouTube.com/watch?v=7w2o1knXJeg&t=21s 20,50,920 2022 July 28, 3 The Advisor https://www.YouTube.com/watch?v=aaTCmCpKX8M 92,48,477 2022 July 28, 4 The Advisor https://www.YouTube.com/watch?v=3Dkv6cXmfW4 76,78,094 2022 July 28, 5 Moneywise https://www.YouTube.com/watch?v=0KZylflZyHU 77,39,068 2022 September 6 Moneywise https://www.YouTube.com/watch?v=QH7XF9zOj7c 64,61,753 02, 2022 September 7 The Advisor https://www.YouTube.com/watch?v=zLHAcGt67ts 87,72,372 02, 2022 October 8 Profit Yatra https://youtu.be/3udhkiyFoo8 1,43,26,186 23, 2022 October 9 India Bullish https://youtu.be/3Gpjwxmy9fo 32,37,715 23, 2022 October 10 Moneywise https://youtu.be/3Gpjwxmy9fo 32,37,715 23, 2022 October 11 The Advisor https://youtu.be/3Gpjwxmy9fo 32,37,715 23, 2022 November Midcap Calls 12 https://youtu.be/n9J0mKaQ12E 13,73,898 22, 2022 November 13 Profit Yatra https://www.YouTube.com/watch?v=_AXA_amdrds 36,82,834 22, 2022

Uploading of videos on YouTube and advertising campaign 32. As stated earlier, during the Search-and-Seizure operations conducted by SEBI on the premises of Manish Mishra, his mobile devices and computers were seized. The data from the said devices were cloned and analyzed. It is noted from the records that certificate under section 65B of the Indian Evidence Act, 1872, was duly obtained in respect of the data cloned from the said devices. 33. From the data obtained from the devices of Manish Mishra, his WhatsApp chats were retrieved and analyzed. It was noted from a WhatsApp chat dated August 12, 2022 between Manish Mishra and Vivek Chauhan (mobile number- 9999597279, Noticee 55) that Manish Mishra directed Vivek Chauhan to send him thumbnail and videos of the scrips, including SBL. Vivek Chauhan, in response, informed Manish Mishra about the balance in his accounts for running the advertisements. The screenshot of the above WhatsApp exchange is given below:

34. It is seen from the above conversation that Vivek Chauhan was not only creating and sharing videos promoting the scrip of SBL but was also involved in managing the advertisement campaign. 35. The SCN, based on the contents of a chat dated October 23, 2022, between Manish Mishra and Vivek Chauhan, alleges that the YouTube videos in question were uploaded by Vivek Chauhan as per the instructions of Manish Mishra. The screenshot of the said chat is provided below:

36. From the chat dated September 20, 2022, between Manish Mishra and Vivek Chauhan, it was observed that they were using the email id moneywise.stocks@gmail.com with attached information of one Ramesh Khayaaliram-Somani, for Google Payments in respect of channel Moneywise. Further, Vivek Chauhan was asking Manish Mishra to arrange the PAN Card of Ramesh Khayaaliram-Somani for the said purpose. The images of the said chat are provided below.

37. From the WhatsApp chat of Manish Mishra with Vivek Chauhan on November 10, 2022, it is noted that Manish and Vivek were creating the videos and uploading the same on their YouTube channels.

38. Further, from the chat dated November 21, 2022 between Manish Mishra and Vivek Chauhan, it was observed that Manish Mishra provided the content for a video to Vivek Chauhan and a video containing similar content was uploaded on the YouTube channels ‘Midcap Calls’ and ‘Profit Yatra’ on the very next day, i.e., November 22, 2022. The screenshots of the chat are provided below:

39. The above chats clearly show that Manish Mishra and Vivek Chauhan were involved in creation of the YouTube videos and were operating the Google accounts through which videos were uploaded on YouTube. The chats also show that Manish Mishra along with Vivek Chauhan had opened Google / YouTube accounts (The Advisor and Moneywise), using the identity documents of certain other individuals, but were managing these accounts. 40. The SCN references multiple other WhatsApp conversations to support the allegation that Manish Mishra and Vivek Chauhan were involved in operating these channels. I am, however, of the considered view that instances cited above are sufficient to record the finding that the aforesaid two Noticees were involved in creating, uploading and promoting videos containing false claims regarding the scrip of SBL with a view to manipulating its share price. Payments towards Google AdSense 41. During the period from April 3, 2022 to October 3, 2022, a total of Rs. 3.39 Crore was transferred to Google Adsense from the bank account of Manish Mishra. The transactions related to payments towards Google ADS reflected in the bank account of Manish Mishra maintained with Kotak Mahindra Bank (Account No. 6812134766), made during the investigation Period, are given in the Table below: Sr. No. Date Narration of the transaction Amount 1 03-04-2022 GOOGLE ADS 9,90,000 2 04-04-2022 GOOGLE ADS 9,90,000 3 05-04-2022 GOOGLE ADS 9,85,000 4 10-04-2022 GOOGLE ADS 7,40,000 5 04-05-2022 GOOGLE ADS 3,00,000 6 07-05-2022 GOOGLE ADS 8,50,000 7 08-05-2022 GOOGLE ADS 9,00,000 8 10-05-2022 GOOGLE ADS 6,00,000 9 15-05-2022 GOOGLE ADS 3,00,000 10 16-05-2022 GOOGLE ADS 5,00,000 11 17-05-2022 GOOGLE ADS 9,99,999 12 18-05-2022 GOOGLE ADS 9,99,999 13 19-05-2022 GOOGLE ADS 9,99,998 14 20-05-2022 GOOGLE ADS 9,99,999 15 21-05-2022 GOOGLE ADS 9,99,997 16 23-05-2022 GOOGLE ADS 8,00,000 17 25-05-2022 GOOGLE ADS 9,99,999 18 26-05-2022 GOOGLE ADS 9,99,999 19 27-05-2022 GOOGLE ADS 9,99,999 20 28-05-2022 GOOGLE ADS 9,99,998 21 30-05-2022 GOOGLE ADS 6,00,000 22 31-05-2022 GOOGLE ADS 5,00,000 23 02-06-2022 GOOGLE ADS 8,99,999

24 07-06-2022 GOOGLE ADS 9,99,995 25 13-06-2022 GOOGLE ADS 9,99,999 26 14-06-2022 GOOGLE ADS 9,99,999 27 03-07-2022 GOOGLE ADS 5,00,000 28 05-07-2022 GOOGLE ADS 9,99,999 29 08-07-2022 GOOGLE ADS 9,99,998 30 11-07-2022 GOOGLE ADS 9,99,999 31 17-07-2022 GOOGLE ADS 9,99,999 32 18-07-2022 GOOGLE ADS 9,99,998 33 20-07-2022 GOOGLE ADS 9,99,999 34 21-07-2022 GOOGLE ADS 9,99,998 35 24-09-2022 GOOGLE ADS 8,00,000 36 26-09-2022 GOOGLE ADS 8,00,000 37 28-09-2022 GOOGLE ADS 9,00,000 38 02-10-2022 GOOGLE ADS 10,00,000 39 03-10-2022 GOOGLE ADS 9,99,999 Total 3,39,54,968 42. Similarly, it was found that during the period from June 12, 2022 to October 22, 2022, a total of Rs. 1.50 Crore was transferred from the bank account of Purav Patel (whose connections with Manish Mishra would be detailed subsequently in this Order) to Google Adsense. 43. Further, during the period from May 02, 2022 to July 13, 2022, a total of Rs. 92.54 Lakh was transferred to Google Adsense from the bank account of Dipak Dwiwedi, another accomplice of Manish Mishra, for advertisement. Dipak Dwiwedi and Anshu Mishra, wife of Manish Mishra, were common directors in Laddu Gopal Ventures Private Ltd., Mist Music Private Ltd., Korbeauty Cosmetics Private Ltd. 44. Given the above, there is sufficient material to conclude that Manish Mishra along with Vivek Chauhan and Dipak Dwiwedi, was involved in uploading and promoting (through Google ADS) videos intended to manipulate the share price of SBL. Share Price movement of SBL during the Investigation Period 45. Having concluded that Manish Mishra along with certain other Noticees was involved in uploading and promoting videos intended to manipulate the scrip of SBL, the next question to consider would be the impact of structured trades and such videos on the share price of SBL. 46. It is noted that the Investigation Period was divided into six patches and findings in this respect are detailed in the following paragraphs.

Pre-Investigation Period (January 03, 2022 to March 04, 2022) 47. It is noted from records that during the period from January 03, 2022 to March 04, 2022, the shares of the Company were thinly traded. Out of the 43 trading days during this period, trades were executed in the scrip on 41 days with the average traded volume being 1,350 shares (13,500 shares on a split-adjusted basis), The total traded volume in the scrip during this phase was 55,342 shares (5,53,420 shares on a split-adjusted basis). 48. The price of the scrip opened at ₹21 (₹2.10 split-adjusted) on January 03, 2022, rose by 21.4% to reach a high of ₹25.50 (₹2.55 split-adjusted) on January 07, 2022, and subsequently declined to close at ₹17.70 (₹1.77 split-adjusted) on March 04, 2022. During this period, the scrip was trading within a 5% price band. 49. It is noted that the essence of the allegations contained in the SCN is that Manish Mishra, who has been alleged to be engaged in manipulating multiple scrips, was brought in by the promoters of SBL to facilitate the offloading of their shareholding in the Company at inflated prices. Subhash Agarwal (Noticee 21/ “Subhash”), who was a director of Skyline Financial Services Private Limited (“Skyline”), the Registrar and Transfer Agent (RTA) of SBL, was alleged to have acted as the intermediary connecting the promoters of SBL to Manish Mishra. 50. It was noted from the WhatsApp chats retrieved from the mobile device of Manish Mishra that on February 19, 2022, i.e. prior to the start of the price rise phase, Subhash Agarwal shared a deposit slip showing a transfer of Rs. 10,00,000 in response to a text from Manish Mishra stating that “nahi aaye paisa sir”. A copy of the said WhatsApp exchange is given below:

51. Subsequently, on February 25, 2022, Subhash sent Manish a photo of a paper listing which appears to be the terms for the sale of shares of SBL via WhatsApp. The content of the said picture and image shared by Subhash Agarwal with Manish Mishra is given below: 1. Total Quantity - 150 lacs 2. Qty to be sold minimum - 5 lacs (Avg) 3. Rates as discussed. 4. Quantity can be increased if completed in a month’s time. 5. If anyone goes against this, Penalty will be levied as agreed. 6. Rates as per the Prevailing day to day Price.

Patch 1: March 08, 2022 to July 14, 2022 (Pre-video upload phase – increase in volume and rise in price)

52. A sharp increase in trading volume was observed in the scrip starting from March 8, 2022, i.e. within a couple of weeks from the above mentioned WhatsApp exchange between Manish Mishra and Subhash Agarwal. 53. The average daily volume rose from 1,350 shares (13,500 shares on a split-adjusted basis) during the pre-Investigation Period to 92,895 shares (2,06,252 shares split-adjusted) during this phase, reflecting a rise of approximately 6,781 per cent. The average number of trades per day also increased from 8 to 73 during this period. 54. The scrip, which was initially placed under periodic call auction from July 13, 2020 to January 9, 2022, due to surveillance-related measures, continued under the call auction framework until July 12, 2022, owing to non-compliance with Main Board listing requirements. The scrip was subsequently removed from the call auction mechanism on July 13, 2022, after the Company was found to have met the applicable listing criteria. 55. During this Patch, the price of the scrip increased substantially—rising by 616 per cent from a closing price of Rs. 1.77 (adjusted for the 10:1 stock split) on March 4, 2022, to Rs. 12.68 on July 14, 2022. Of the 82 trading days in this phase, the scrip reached the upper circuit limit of 5 per cent on 51 occasions, the lower circuit on 13 occasions, and traded within the band on the remaining 18 days. The details of the top volume contributors, adjusted for split, during patch 1 are given in the Table below: Split adjusted Split adjusted Split adjusted % of total Sr. No. Name of entity buy qty sell qty volume Volume 1 Jatin Shah 11,22,027 11,22,027 22,44,054 6.63% 2 Shreya Gupta 21,75,370 - 21,75,370 6.43% 3 Aahuti Rasik Mistry 10,00,000 10,00,000 20,00,000 5.91% 4 Reena Goel - 19,45,000 19,45,000 5.75% 5 Bhumikaben Patel 11,00,000 4,00,100 15,00,100 4.43% High Spirits Sales Agencies Private 6 Limited - 11,56,940 11,56,940 3.42%

Split adjusted Split adjusted Split adjusted % of total Sr. No. Name of entity buy qty sell qty volume Volume 7 Kundan Singh Bisht - 11,49,337 11,49,337 3.40% Bhim Singh 8 Chaudhary - 10,49,330 10,49,330 3.10% 9 Kavita Shah - 8,57,040 8,57,040 2.53% 10 Manish Mishra 3,98,072 3,98,072 7,96,144 2.35% Total 57,95,469 90,77,846 1,48,73,315 43.97%

56. It is noted that as per the allegations in the SCN, all the aforesaid ten entities are connected to each other. It is further noted that the entities who were noted to be connected to Manish Mishra (Sl. No. 1, 3, 5 and 10) were both buying and selling in the scrip whereas the entities connected to the promoters, other than Shreya Gupta were only seen to be offloading the shares held by them. 57. As regards trades of Shreya Gupta (Noticee 3), who is one of the promoters of SBL, it was noted that a significant portion of her buy trades, which were executed between March 8, 2022 to March 24, 2022, matched with 1,94,200 shares sold by Reena Goel (Noticee 20). The trades between the two aforesaid Noticees accounted for approximately 87 per cent of the total traded volume in the scrip on the days when these Noticees traded. 58. Analysis of the order logs revealed a recurring pattern wherein sell orders were placed by Reena Goel at prices approximately 5 per cent above the previous day's closing price, followed shortly thereafter by buy orders of the same quantity being placed by Shreya Gupta at identical price levels. A few of the instances where their trades matched are given in the Table below Order Buy / Sell Price Date Order No. Noticee Qty Time order (in Rs.) 09/03/2022 11:50:52 1646798400026088003 Sell Reena Goel 19.4 20,000 09/03/2022 11:52:43 1646798400026088004 Buy Shreya Gupta 19.4 20,000

10/03/2022 11:55:50 1646884800005051004 Sell Reena Goel 20.3 20,000 10/03/2022 11:56:03 1646884800005051005 Buy Shreya Gupta 20.3 20,000 59. Order placement details of Reena Goel were sought from her trading member, Nuvama Wealth and Investment Limited (Nuvama). It was observed from the call recordings provided by Nuvama that on multiple occasions, her husband, Sunil

Goel (Noticee 19) was found to be placing the orders in her account, including stating the quantity and price at which shares were to be sold. 60. Similarly, Shreya Gupta, in her submission to SEBI, stated that Neha Aggarwal (Noticee 13), an employee of SBL, was the authorised person to place orders in her account. Further, a WhatsApp chat between Neha Aggarwal and Gaurav Gupta (Noticee 1 and husband of Shreya Gupta), recovered from the mobile device of Noticee 1, shows that Gaurav Gupta was aware that the trades executed from the account of his wife matched with the trades executed on the instructions of Sunil Goel. The WhatsApp conversations between Gaurav Gupta and Neha Aggarwal, as extracted from seized electronic devices, are placed below.

61. The above WhatsApp exchange, when read alongside the trading pattern observed during this patch, clearly shows that Gaurav Gupta, in coordination with Sunil Goel, was actively involved in executing structured trades in the scrip.

62. An analysis of the trade log for Patch 1 revealed that trades for 76,14,479 shares were executed among entities alleged to be connected entities in the SCN, accounting for approximately 45 per cent of the total volume traded during this phase. Several large structured trades, similar to the trades between Reena Goel and Shreya Gupta, were observed among connected entities, details of which are as follows: a. On June 17, 2022, Heli Jatin Shah purchased 19,353 shares and Angad Rathod purchased 5,147 shares from Bhim Singh Chaudhary. b. On July 13, 2022, the following trades were recorded:

 Arshad Hussain Warsi purchased 1,87,500 shares from Jatin Shah and 14,241 shares from Heli Jatin Shah;  Maria Goretti Warsi purchased 2,65,004 shares from Jatin Shah and 55,200 shares from Angad Rathod;  Dipak Dwivedi purchased 83,360 shares from Aahuti Mistry;  Karavan Tradelink OPC Pvt Ltd purchased 69,268 shares from Aahuti Mistry.

c. On July 14, 2022, Karavan Tradelink OPC Pvt Ltd purchased 72,522 shares from Bhumikaben Patel. 63. It was noted that a significant portion of the price rise witnessed in the scrip was on account of such structured trades executed between connected entities. The details of the top gross positive Last Traded Price (LTP) contributors on the buy side in Patch 1 are given in the Table below: LTP LTP Sr. contribution Entity cumulative of No. (absolute in Re % contribution terms) 1 Paresh Dhirajlal Shah 44% 16.20 2 Shreya Gupta 32% 6.90 3 Manish Mishra 25% 10.88 Naman Broadcastings and 4 Telecommunications Pvt. Ltd. 18% 1.95 5 Sujay Karmakar 14% 3.90 6 Vijay Sureshbhai Udhani 13% 4.25 7 Prakashbhai Ramniklal Shah 12% 6.10 8 Karavan Tradelink Opc Pvt. Ltd. 11% 3.90

LTP LTP Sr. contribution Entity cumulative of No. (absolute in Re % contribution terms) 9 Santokben Dahyabhai Patel 10% 5.00 10 Renuka Aggarwal 10% 6.40

64. Entities at Sr. No. 2, 3, 4, 6, 8, 9 and 10 mentioned above are connected as per the SCN. They contributed 119% to the cumulative LTP during Patch 1. 65. As per First Trade analysis in Patch 1, entities who contributed majorly to positive LTP on the buy side, through First Trades, were as under: LTP No. of days Cumulative of Sr. contribution when price Entity % LTP No. (absolute in Rs moved through contribution terms) first trade 1 Paresh Dhirajlal Shah 44% 16.20 9 2 Shreya Gupta 24% 4.95 6 3 Santokben Dahyabhai Patel 10% 5.00 2 4 Rinkuben Amitkumar Rangani 9% 1.01 2 5 Sujay Karmakar 7% 2.90 3 6 Renuka Aggarwal 5% 3.60 1 Karavan Tradelink Opc Pvt 7 5% 3.25 1 Ltd 8 Anshu Aggarwal 5% 3.75 1 9 Vijay Sureshbhai Udhani 5% 3.40 1 Naman Broadcastings And 10 5% 0.54 1 Telecommunications Pvt Ltd

66. Entities at Sr. No. 2, 3, 6, 7, 8, 9 and 10 mentioned above were alleged in the SCN to be connected with each other. They contributed 65% of LTP through First Trades. From the above table, it can be seen that connected entities contributed to positive LTP, majorly through First Trades. 67. The details of the connection between the Noticees mentioned in the Tables above are dealt with in the later part of this Order.

Patch 2: July 15, 2022 to August 12, 2022 (First phase of video uploads – increase in price and volume) 68. During the period from July 15, 2022 to August 12, 2022, five videos were uploaded across two YouTube channels (The Advisor and Moneywise), managed by Manish Mishra, in which recommendations were made to viewers to invest in the shares of SBL. These videos were observed to have coincided with an increase in both the traded volume and the price of the scrip during this period. 69. A list of the top entities that contributed to the positive LTP on the buy side during this phase is provided in the Table below: Sr. No. LTP No. of Positive LTP contribution days Entity % contribution (absolute in Rs. terms) 1 Dipak Dwiwedi 11% 3.03 5 2 Sachinkumar Bhagvandas Sahu 9% 1.67 3 3 Nena Kuku 9% 1.2 1 4 Jatin Shah 9% 1.51 4 5 Anshu Mishra 8% 1.74 7 6 Kunal Amrutlal Rami 5% 0.8 2 7 Sonalee Manoj Dave 5% 0.63 1 8 Rajesh Kumar Gupta 5% 0.9 1 9 Harsha Rameshkumar Shah 5% 0.8 2 10 Pankaj Maisuria 5% 0.95 1 70. It was observed that four connected entities, namely, Dipak Dwivedi, Jatin Shah, Sachinkumar Bhagvandas Sahu and Anshu Mishra (the connections of aforesaid Noticees are detailed in the subsequent paragraphs) were top LTP contributors, having increased the price of the scrip in Patch 2 by 37%.

71. The average daily traded volume during this phase rose sharply to 26,81,968 shares, as against 2,06,252 shares in Patch 1 - reflecting an increase of approximately 1,200 per cent. A similar pattern was observed in the average daily number of trades, which increased from 73 in Patch 1 to 6,887 in Patch 2. 72. The price of the scrip also witnessed a steep rise during this period. Starting from an opening price of Rs. 13.31 on July 15, 2022, the scrip closed at Rs. 33.15 on August 12, 2022, marking an increase of approximately 150 per cent. The scrip continued to remain under a price band of 5 per cent on either side. It was observed that the upper circuit limit of 5 per cent was reached on all 20 trading days in this phase. 73. An analysis of the trade log revealed that 45,466 unique entities appeared on the buy side and 14,208 unique entities appeared on the sell side during this period, with a total of 45,848 unique entities participating in trades either as buyers, sellers, or both. When compared to Patch 1, this marked a significant increase in retail participation. The timing of this surge, coinciding with the video uploads, indicates that the YouTube recommendations contributed materially to the heightened trading activity and price movement during this phase.

74. It was further observed that during this period, substantial offloading of shares was carried out by connected entities. A list of the top net sellers during Patch 2 is provided below: Buy Value of quantity Sr. No. Name Sell qty Net Sell qty qty sold (in Rs.) 1 Sadhna Bio Oils Pvt Ltd - 40,25,000 40,25,000 9,81,72,700 Virtual Business 2 - 20,00,280 20,00,280 2,87,07,309 Solution Pvt Ltd 3 Madhu Render Singh - 17,82,237 17,82,237 3,66,59,190 4 Rajshree Goel - 17,00,000 17,00,000 3,47,12,500 5 Sulabh Dikshit - 10,69,890 10,69,890 1,68,98,724 6 Yogesh Kumar Gupta - 9,70,000 9,70,000 1,38,40,320 7 Magnesh Bala - 8,24,000 8,24,000 1,15,62,340 8 Kundan Singh Bisht - 7,50,243 7,50,243 1,90,54,302 9 Sunil Goel - 7,50,000 7,50,000 1,79,60,000 10 Bhumikaben Patel - 6,99,900 6,99,900 1,00,43,461 11 Pooja Aggarwal - 4,77,230 4,77,230 1,57,83,663 12 Bhim Singh Chaudhary - 4,61,940 4,61,940 80,67,346 13 Maria Goretti Warsi - 3,29,755 3,29,755 90,18,797 14 Arshad Hussain Warsi - 3,29,050 3,29,050 81,44,540 Total - 1,61,69,525 1,61,69,525 32,86,25,191

The top 10 volume contributors during the period are as under: Sr. Name Buy qty Sell qty Volume % of total volume No. Dipak 1 Dwiwedi 29,03,555 28,81,029 57,84,584 5.39% Purav 2 Bharatbhai Patel 25,35,784 25,35,784 50,71,568 4.73% Sadhna Bio 3 Oils Private Limited - 40,25,000 40,25,000 3.75% Anshu 4 Mishra 16,73,001 16,73,001 33,46,002 3.12%

Sr. Name Buy qty Sell qty Volume % of total volume No. Jatin Shah 15,38,715 14,38,637 29,77,352 2.78% Virtual Business 6 Solution Private Limited - 20,00,280 20,00,280 1.86% Paresh 7 Dhirajlal Shah 9,57,502 8,97,502 18,55,004 1.73% Madhu 8 Render Singh - 17,82,237 17,82,237 1.66% Rajshree 9 Goel - 17,00,000 17,00,000 1.58% Manish 10 Mishra 9,93,342 6,60,172 16,53,514 1.54% Total 1,06,01,899 1,95,93,642 3,01,95,541 28.15%

75. An analysis of trading activity during this period revealed that the connected entities listed at serial numbers 1 to 6 and 8 to 10 in the table above were among the top volume contributors during Patch 2, accounting for 26.41 per cent of the total traded volume. These connected entities were observed to have purchased approximately 1.17 Crore shares amounting to Rs. 26.19 Crore and sold approximately 2.72 Crore shares amounting to Rs. 59.48 Crore. Accordingly, the net quantity of shares offloaded by these entities to the public was approximately 1.60 Crore shares, with a net sale value of Rs. 33.28 Crore. 76. From the foregoing, it was evident that both the volume and price of the scrip were driven up by the trading activity of connected entities during this phase. Simultaneously, promotional videos were uploaded on YouTube with recommendations to buy the scrip, which had the effect of inducing public investors to enter the stock. This, in turn, facilitated the offloading of shares by the connected entities at elevated prices, resulting in significant profits at the expense of unsuspecting retail investors.

Patch 3: August 16, 2022 to August 29, 2022 (Price and volume crash following first video phase) 77. This phase was marked by a sharp decline in both the price and volume of the scrip. The price dropped from an opening of Rs. 33.15 on August 16, 2022, to Rs. 20.00 on August 29, 2022—representing a fall of approximately 40 per cent.

The average daily trading volume declined from 26,81,968 shares in Patch 2 to 1,16,777 shares during this phase. Similarly, the number of trades per day fell from 6,887 to 812. It was also observed that the scrip hit the lower circuit limit of 5 per cent on all 10 trading days in this period. 78. Further, it was observed that the connected entities—whether linked to the promoters or to Manish Mishra—collectively accounted for approximately 27 per cent of the total trading volume during this phase. The volume of matched trades executed among these entities constituted 5 per cent of the total volume traded in the period. 79. An analysis of the trade log showed a significant decline in retail participation. A total of 4,631 unique entities were seen on the buy side, and 754 entities on the sell side, with an aggregate of 5,349 unique entities having transacted in the scrip either as buyers, sellers, or both. This marked a sharp reduction from the previous phase, further reinforcing the impact of the price crash and loss of investor interest following the earlier spike driven by misleading promotions

Patch 4: August 30, 2022 to September 12, 2022 (Rise in price and increase in volume) 80. This phase witnessed a renewed surge in both price and trading volume. The price of the scrip was observed to have increased from an opening price of Rs. 19 on August 30, 2022, to a closing price of Rs. 25.10 on September 12, 2022. Out of the nine trading days in this period, the scrip was seen to have hit the lower circuit of 5 per cent on the first two days and the upper circuit of 5 per cent on each of the subsequent seven trading days. 81. On September 2, 2022, fresh videos recommending investment in the scrip were uploaded on the YouTube channels Moneywise and The Advisor. Following these uploads, a renewed surge in public investor interest was observed. Beginning September 5, 2022, the scrip remained locked in the upper circuit of 5 per cent for seven consecutive trading days. 82. The average daily traded volume increased to 20,19,584 shares during this period, as against 1,16,777 shares in Patch 3—representing a rise of approximately 1,628 percent. The number of average daily trades rose from 812 in Patch 3 to 6,287 in Patch 4, indicating a resurgence in investor participation concurrent with the renewed promotional activity. 83. The details of the top 10 volume contributors during this patch is given in the Table below:

Sr. % of total Name Buy qty Sell qty Volume No. volume 1 Gaurav Gupta - 37,30,000 37,30,000 10.26% 2 Jatin Shah 5,82,258 5,77,758 11,60,016 3.19% 3 Shreya Gupta - 9,20,000 9,20,000 2.53% 4 Anshu Mishra 5,22,469 3,72,469 8,94,938 2.46% Varun Media Private 5 Limited - 5,00,000 5,00,000 1.38% 6 Purav Bharatbhai Patel - 4,15,280 4,15,280 1.14% Mansi Share Stock 7 Advisors Pvt Ltd 2,00,003 2,00,000 4,00,003 1.10% Sheetal Devendrabhai 8 Patel 2,00,000 2,00,000 4,00,000 1.10% 9 Manish Mishra 30,000 3,63,170 3,93,170 1.08% 10 Setu Securities Pvt Ltd 2,10,810 1,60,810 3,71,620 1.02% Total 17,45,540 74,39,487 91,85,027 25.27% 84. Entities at Sr. Nos. 1-6 and 9 were alleged to be connected entities. They contributed 22.04% of the total volume during Patch 4. 85. It was further observed that concurrent with the renewed retail interest triggered by these videos, connected entities commenced selling shares in the scrip. The trading pattern indicates that shares were systematically offloaded during this period, capitalising on the artificially stimulated price rise. A summary of the buying and selling activity of connected entities during this phase is provided below:

Connected Connected % of the Closing Change Total entities % of the entities total Date price in Price Volumes bought total buy sold sale 30-08-22 19.00 -5% 1,05,321 51,000 48% - 0% 01-09-22 18.05 -5% 3,10,549 1,13,000 36% - 0% 02-09-22 18.95 5% 29,43,053 11,38,998 39% 7,33,170 25% 05-09-22 19.85 5% 18,64,253 61,750 3% 12,80,000 69% 06-09-22 20.80 5% 26,48,146 2,05,397 8% 13,40,000 51% 07-09-22 21.80 5% 20,26,972 1,33,801 7% 7,83,300 39% 08-09-22 22.85 5% 29,89,467 3,38,559 11% 15,41,225 52%

09-09-22 23.95 5% 27,68,225 2,45,000 9% 12,05,441 44% 12-09-22 25.10 5% 25,20,269 3,29,066 13% 8,85,469 35%

86. The top 10 net sellers during Patch 4 are tabulated as under: % of Net % of Sr. Buy qty Sell qty Volume Name total sales total No. (A) (B) (A+B) sales (B-A) volume 37,30,00 37,30,00 1 Gaurav Gupta - 37,30,000 20.52% 10.26% 0 0 2 Shreya Gupta - 9,20,000 5.06% 9,20,000 9,20,000 2.53% Varun Media Private 3 - 5,00,000 2.75% 5,00,000 5,00,000 1.38% Limited Purav Bharatbhai 4 - 4,15,280 2.28% 4,15,280 4,15,280 1.14% Patel 5 Manish Mishra 30,000 3,63,170 2.00% 3,33,170 3,93,170 1.08% 6 Rajshree Goel - 2,00,000 1.10% 2,00,000 2,00,000 0.55% 7 Vivek Chauhan 1,09,067 2,10,000 1.16% 1,00,933 3,19,067 0.88% Karavan Tradelink 8 1,10,000 2,00,000 1.10% 90,000 3,10,000 0.85% Opc Pvt Ltd 9 Ashima Mohindru - 72,000 0.40% 72,000 72,000 0.20% 10 Somanath Gayakar - 70,000 0.39% 70,000 70,000 0.19% 64,31,38 69,29,51 Total 2,49,067 66,80,450 36.75% 19.06% 3 7 87. Entities at Sr. No. 1-8 were noted to be connected entities as per the SCN. They contributed 18.67% of the total sell volume during Patch 4. 88. It can be noted from the above Table that substantial quantities of shares were sold during this phase by promoter group entities—namely, Gaurav Gupta, Shreya Gupta, and Varun Media Private Limited. Other connected entities including Purav Bharatbhai Patel, Manish Mishra, Rajshree Goel, Vivek Chauhan, and Karavan Tradelink OPC Pvt. Ltd. (serial nos. 4 to 8) were also observed to have sold significant quantities of shares during this period. 89. From the foregoing, it was evident that both the volume and price of the scrip were driven up by the trading activity of connected entities during Patch 4. Simultaneously, promotional videos were uploaded on YouTube on September 2, 2022, which served to induce public investors to purchase the scrip, thereby enabling the connected entities to offload their holdings at elevated prices.

Patch 5: September 13, 2022 to October 21, 2022 (Fall in volumes and price) 90. This phase was marked by a sharp decline in both the price and volume of the scrip. The price was observed to have fallen from an opening of Rs. 26.20 on September 13, 2022, to a closing of Rs. 10.75 on October 21, 2022, registering a decline of approximately 60 percent. Out of the 28 trading days in this period, the scrip hit the lower circuit of 5 percent on 21 days and upper circuit on 5 days. The average daily trading volume was seen to have dropped from 20,19,584 shares in Patch 4 to 13,21,218 shares in Patch 5. 91. A list of the top ten volume contributors during this phase is provided below: Sr. % of total Name Buy qty Sell qty Volume No. volume Multiplier Share Stock 1 42,13,778 42,13,777 84,27,555 11.39% Advisors Pvt Ltd 2 Manish Mishra 25,48,428 25,48,428 50,96,856 6.89% 3 Anshu Mishra 19,40,100 20,90,100 40,30,200 5.45% 4 Jatin Shah 10,65,798 10,70,298 21,36,096 2.89% 5 Dipak Dwiwedi 9,72,611 10,50,611 20,23,222 2.73% Kishansinh Mansinh 6 9,99,997 7,27,208 17,27,205 2.33% Rajput 7 Mayank Agrawal 5,70,386 6,37,631 12,08,017 1.63% 8 Chetan Rasiklal Shah 6,02,472 6,02,472 12,04,944 1.63% 9 Naveen Gupta 5,78,518 5,96,096 11,74,614 1.59% Mansi Share Stock 10 5,04,007 5,04,014 10,08,021 1.36% Advisors Pvt Ltd Total 1,39,96,095 1,40,40,635 2,80,36,730 37.89% 92. Entities at Sr. No. 2-6 are noted as connected entities in the SCN and have contributed 20.29% of the total volume during Patch 5. The Top sellers in the scrip during this period are given in the Table below: % of % of Sr. Net Name Buy qty Sell qty total Volume total No. sales sales volume 1 Sunil Goel - 6,00,000 1.62% 6,00,000 6,00,000 0.81% 2 Ritesh Rajput - 2,16,500 0.59% 2,16,500 2,16,500 0.29% 3 Rajshree Goel - 2,00,000 0.54% 2,00,000 2,00,000 0.27% Khasim Sharief 4 - 1,54,500 0.42% 1,54,500 1,54,500 0.21% Mohammed Afsar 5 Anshu Mishra 19,40,100 20,90,100 5.65% 1,50,000 40,30,200 5.45% 6 Ankur Sharma 3,000 1,10,915 0.30% 1,07,915 1,13,915 0.15%

% of % of Sr. Net Name Buy qty Sell qty total Volume total No. sales sales volume Karavan Tradelink 7 Opc Private 75,000 1,77,930 0.48% 1,02,930 2,52,930 0.34% Limited 8 Gajendra Nayak 1,000 1,01,000 0.27% 1,00,000 1,02,000 0.14% 9 Shreya Gupta - 1,00,000 0.27% 1,00,000 1,00,000 0.14% Nikunj Kaushik 10 17,732 1,01,500 0.27% 83,768 1,19,232 0.16% Shah 18,15,61 Total 20,36,832 38,52,445 10.41% 58,89,277 7.96% 3 93. Entities at Sr. No. 1, 3, 5, 7 & 9 were alleged to be connected entities. They have contributed 7.01% of the total sales volume during Patch 5.

Patch 6: October 23, 2022 to November 30, 2022 (Increase in volume and rise in price)

94. This phase was marked by a renewed promotional push through YouTube and a concurrent rise in both price and trading volume. It was observed that four videos related to the scrip were uploaded on October 23, 2022, followed by two more videos on November 22, 2022.

95. Subsequently, the price of the scrip increased from an opening price of Rs. 10.80 on October 24, 2022, to a closing price of Rs. 18.22 on November 30, 2022— reflecting an overall gain of approximately 68 percent. Out of the 26 trading days in this phase, the scrip closed 4 percent lower on the first day. Thereafter, it was observed to have hit the upper circuit of 5 percent for the next three trading sessions. Following the revision of the price band to 2 percent, the scrip continued to close at the upper circuit limit of 2 percent on each of the remaining 22 trading days.

96. The top 10 volume contributors in Patch 6 are listed below:

% of total Sr. No. Name Buy qty Sell qty Volume volume 1 Gaurav Gupta - 83,19,579 83,19,579 12.29% 2 Manish Mishra 19,04,112 19,10,747 38,14,859 5.64% 3 Anshu Mishra 12,13,011 10,78,413 22,91,424 3.38% 4 Krishan Mendiratta 7,42,778 6,56,578 13,99,356 2.07% 5 Dipak Dwiwedi 6,12,313 6,10,513 12,22,826 1.81% 6 Shreya Gupta - 11,55,370 11,55,370 1.71%

% of total Sr. No. Name Buy qty Sell qty Volume volume Rajshree Goel - 11,35,000 11,35,000 1.68% 8 Ashok Thakker 5,67,387 5,42,358 11,09,745 1.64% 9 Ankur Sharma 4,49,922 4,49,922 8,99,844 1.33% Dipan Mehta 10 Commodities Pvt Ltd 4,34,740 4,34,740 8,69,480 1.28% Total 59,24,263 1,62,93,220 2,22,17,483 32.82%

97. It was observed that entities at Sr. Nos. 1, 2, 3, 5, 6 and 7 were connected entities and contributed 26.51% of the total volume during Patch 6. So, there appears to be an active contribution of the connected entities in volume creation.

98. Further, the day-wise trading activity of the connected entities during Patch 6 is summarized hereunder:

Connected % of Closing Change Total entities % of total Connected total Date price in Price Volumes bought buy entities sold sale 24-10-22 10.35 -4% 14,39,883 - 0% 2,75,489 19% 25-10-22 10.85 5% 25,41,045 3,06,175 12% 15,01,214 59% 27-10-22 11.35 5% 31,66,362 1,44,095 5% 25,17,095 79% 28-10-22 11.90 5% 40,86,648 5,23,220 13% 2,25,309 6% 31-10-22 12.10 2% 10,10,446 1,02,787 10% 4,44,199 44% 01-11-22 12.34 2% 8,49,505 1,34,042 16% 1,41,328 17% 02-11-22 12.58 2% 6,82,689 13,145 2% 1,35,042 20% 03-11-22 12.83 2% 12,05,216 1,49,412 12% 9,00,000 75% 04-11-22 13.08 2% 10,31,344 1,43,476 14% 6,14,040 60% 07-11-22 13.34 2% 8,35,595 76,093 9% 4,15,857 50% 09-11-22 13.60 2% 8,98,574 40,895 5% 5,26,093 59% 10-11-22 13.87 2% 7,31,466 1,55,953 21% 3,20,800 44% 11-11-22 14.14 2% 10,83,777 3,11,556 29% 3,55,953 33% 14-11-22 14.42 2% 8,44,907 2,23,944 27% 3,19,386 38% 15-11-22 14.70 2% 7,84,879 1,46,536 19% 4,05,505 52% 16-11-22 14.99 2% 9,05,710 85,803 9% 5,55,115 61% 17-11-22 15.28 2% 8,31,500 2,53,939 31% 3,72,190 45% 18-11-22 15.58 2% 9,88,956 1,94,866 20% 3,91,083 40% 21-11-22 15.89 2% 11,38,819 2,98,377 26% 2,08,479 18% 22-11-22 16.20 2% 10,45,323 1,79,057 17% 5,83,377 56% 23-11-22 16.52 2% 9,39,514 1,59,048 17% 4,79,057 51% 24-11-22 16.85 2% 12,55,242 2,02,013 16% 6,90,328 55% 25-11-22 17.18 2% 17,34,511 2,21,989 13% 8,85,841 51% 28-11-22 17.52 2% 12,76,427 2,52,104 20% 6,58,181 52%

Connected % of Closing Change Total entities % of total Connected total Date price in Price Volumes bought buy entities sold sale 29-11-22 17.87 2% 13,75,571 1,68,865 12% 6,65,819 48% 30-11-22 18.22 2% 11,63,879 1,34,211 12% 5,77,858 50%

99. Consequent to the uploading of promotional videos on October 23, 2022 and November 22, 2022, the scrip was observed to have hit the upper price band on all trading days of this phase. An analysis of the trading activity during this period indicated that connected entities engaged in significant selling.

100. This was evidenced by the fact that eight connected entities featured among the top ten net sellers during Patch 6. Their substantial offloading of shares coincided with the sustained price rise and increased trading volumes that followed the YouTube video uploads. The details of the top ten net sellers during this phase are provided below:

% of Sr. % of total Name Buy qty Sell qty Net sale Volume total No. sales volume 1 Gaurav Gupta - 83,19,579 24.58% 83,19,579 83,19,579 12.29% 2 Shreya Gupta - 11,55,370 3.41% 11,55,370 11,55,370 1.71% 3 Rajshree Goel - 11,35,000 3.35% 11,35,000 11,35,000 1.68% Sadhna Bio 4 - 3,00,000 0.89% 3,00,000 3,00,000 0.44% Oils Pvt Ltd Kishansinh 5 Mansinh 30,000 3,02,789 0.89% 2,72,789 3,32,789 0.49% Rajput 6 Sunil Goel - 1,89,000 0.56% 1,89,000 1,89,000 0.28% Madhu Render 7 - 1,50,000 0.44% 1,50,000 1,50,000 0.22% Singh 8 Swati Agarwal 2,38,237 3,62,363 1.07% 1,24,126 6,00,600 0.89% Malik 9 - 46,226 0.14% 46,226 46,226 0.07% Hisamuddin Manmohan 10 - 45,280 0.13% 45,280 45,280 0.07% Singh Total 2,68,237 1,20,05,607 35.47% 1,17,37,370 1,22,73,844 18.13%

101. It was further observed that the eight connected entities listed at serial numbers 1 to 8 in the table above collectively accounted for approximately 18 percent of the total sale volume during this phase.

Post-Investigation Trading Behaviour and Conclusion

102. During the post-Investigation Period from December 1, 2022 to December 31, 2022, the scrip consistently hit the lower circuit of 2% on all 22 trading days, with the price falling from ₹17.90 to ₹12.10. The daily trading volume also dropped sharply during the post Investigation Period, highlighting that the liquidity was largely driven by the orchestrated trades of the connected entities and liquidity brought in through misleading videos.

103. The overall pattern reveals that while entities connected to Manish Mishra and Jatin Manubhai Shah were engaged in volume and price manipulation (aided by promotional videos), the promoter and connected entities were net sellers, offloading their holdings at inflated prices and thereby securing significant gains.

Connections between the Noticees

104. I am now moving on to consider the allegations stated in the SCN in respect of the connections alleged between the Noticees. It has already been held in this Order that Manish Mishra was behind the videos which were put out with a view to manipulate the price of the scrip. The SCN alleges that the promoters of the Company, specifically Rakesh Gupta, had engaged the services of Manish Mishra to manipulate the price of SBL and bring liquidity to enable the promoters to sell down their stake in the Company at an inflated price. The services of Manish Mishra, the SCN alleged, were obtained through Subhash Agarwal (Noticee 21) who was a director of the RTA of SBL.

105. Given the same, it would be appropriate to first look at the connections alleged between Manish Mishra and Subhash Agarwal and then look at the material on record to show the links between Subhash Agarwal and the promoters of SBL.

Manish Mishra and Subhash Agarwal

106. As noted earlier in this Order, WhatsApp exchanges were noted between Manish Mishra and Subhash Agarwal just prior to the period in which the share price of SBL started witnessing a sharp increase. Certain other instances captured in the SCN, where the two aforesaid Noticees appear to be discussing the sale of shares of SBL, are detailed below.

107. From the WhatsApp chats dated March 8, 2022 (reproduced below), it was noted that Manish Mishra complained to Subhash Agarwal that connected entities were not selling shares, and remarked that, as a result, the money spent on YouTube advertisements was going to waste.

108. From the WhatsApp chat dated July 17, 2022, it is noted that Subhash Agarwal shared a YouTube video link with Manish Mishra, and the latter confirmed that the video was created by him. Based on the link and the upload dates of the videos listed in Table 9 of the SCN, it is observed that the video referred to was related to SBL and had been uploaded on the Moneywise channel, operated by Manish Mishra, on July 15, 2022. A copy of the said WhatsApp exchange is given below:

109. It can be noted from the above that Subhash Agarwal was aware about the YouTube videos being uploaded and promoted by Manish Mishra with a view to manipulate the scrip price of SBL.

110. From the WhatsApp chats dated March 30, 2022, reproduced below, it is observed that Manish Mishra shared his bank account details with Subhash Agarwal, who subsequently responded with details regarding the transfer of Rs. 10,00,000 into the said account.

111. It was found that the bank transfer referred in the image above was made to the bank account of Sachinkumar Bhagvandas Sahu (Noticee 44) which clearly indicated that the said account was being used by Manish Mishra for receiving funds.

112. A WhatsApp chat dated April 13, 2022, reproduced below, shows Subhash Agarwal requesting Manish Mishra to provide the details of a bank account for the purpose of transferring funds. In response, Manish Mishra shared the account details of Laddu Gopal Ventures Private Limited, a company where he was the authorised signatory and his wife, Anshu Mishra, served as a director.

113. An analysis of the bank account of Laddu Gopal Ventures Private Limited shows that no transactions occurred between April 12 and April 17, 2022. Thereafter, between April 17 and April 20, 2022, the account received a total of ₹40 Lakh from one Harsh Bhaseen. Subsequently, on April 25, 2022, Rs. 70 Lakh was transferred from Laddu Gopal Ventures Private Limited to Angad Munnalal Rathod (Noticee 43), one of the entities connected to Manish Mishra, as per the SCN, who was noted to be trading in the scrip.

114. From the WhatsApp chats dated June 3, 2022, it is observed that Manish Mishra provided Subhash Agarwal with an Excel file named “Hisaab”, containing details of transactions related to Sharpline Broadcast Limited. Sharpline Broadcast Limited is a company managed by the same promoter group as Sadhna Broadcast Limited, and an Interim Order was passed by SEBI in that matter on the same day as the present case and a similar modus operandi involving the same set of entities was noted in the said scrip also.

115. In a subsequent chat dated June 24, 2022 (reproduced below), Manish Mishra informed Subhash Agarwal that he would confirm the “Hisaab” in a couple of days, to which Manish responded that there was no need to worry as he already had the complete details with him.

116. During the Search-and-Seizure operation conducted by SEBI at the premises of Subhash Agarwal, a diary was among the documents retrieved. An unnumbered page from the said diary, titled “Sadhna Second Round (MM)”—reproduced below—contains references to certain trades executed during Patch 4 of the Investigation Period. The page also records that the consideration in respect of those trades was “settled” and “received by bank,” indicating acknowledgement of receipt of payment.

117. It is noted that Subhash Agarwal shared a list of beneficial owners of shares of Sadhna Broadcast Limited with Manish Mishra, pursuant to the latter’s request. As per the WhatsApp chat, Manish Mishra had raised concerns that although approximately 25 Lakh shares were being traded daily, the connected entities were unable to offload even one Lakh shares. In this context, he requested the benpos (beneficial ownership position) in order to identify the selling shareholders. The screengrab of the said WhatsApp exchange is given below:

118. From the WhatsApp chat dated August 25, 2022, it is noted that Manish Mishra informed Subhash Agarwal that they would restart activity in the scrip of Sadhna Broadcast Limited from the upcoming Wednesday (i.e., August 31, 2022), and also asked Subhash to make arrangements for selling shares. Subsequently, on September 2, 2022, a video related to SBL was uploaded on the YouTube channels Moneywise and The Advisor, both of which were operated by Manish Mishra. The relevant screenshot is reproduced below:

119. Subhash Agarwal in his submissions has contended that he was not part of the scheme to manipulate the share price of SBL and he was included in the SCN only to establish the connections between the promoters of SBL and Manish Mishra. He also submitted that he had not traded in the scrip during the Investigation Period. It was also submitted that even though he knew Manish Mishra, he was not aware about his alleged role in promoting YouTube videos with misleading claims. Having considered the above submissions, I have no hesitation in rejecting his submissions given the findings already recorded in this Order. The WhatsApp conversations extracted above show that Subhash Agarwal played a key role in the scheme orchestrated by the promoters and Manish Mishra to manipulate the share price of SBL. 120. The material brought out above clearly establishes that Subhash Agarwal and Manish Mishra were acting in concert to manipulate the share price of SBL. Subhash Agarwal, it is noted, was actively involved in the planning and execution of the scheme. This included sharing benpos data, receiving and confirming trade-related reconciliations (e.g., the “Hisaab” file), arranging for payments, and overseeing the scheduling of the coordinated selling activity by promoter entities of SBL.

Connections between Manish Mishra and promoter group entities 121. It is noted from the material available on record that Rakesh Kumar Gupta (Noticee 2) is the father of Gaurav Gupta and Saurabh Gupta (Noticees 1 and 4 respectively). He is also the father-in-law of Shreya Gupta (Noticee 3), who is Noticee 1’s wife. Further, Noticees 1, 2, 5 (Arpan Gupta), and 15 (Pooja Aggarwal) were past directors of Sadhna Bio Oils Pvt. Ltd. (Noticee 6) and Noticees 2, 4, and 5 were past directors of Varun Media Pvt Ltd (Noticee 8). Noticee 4’s mobile number was linked to the demat account of Noticee 8 and the number linked to the demat account of Noticee 6 was in the name of Noticee 2. 122. Noticees 1, 3, 4, 8, and 15 were the promoters of Sadhna Broadcast Limited as on March 31, 2022, as per the disclosures available on the BSE website. Their respective shareholding in SBL is detailed in the Table below: Total No. of % of issued Noticee No. Name Of The Promoter Shares Held capital 1 Gaurav Gupta 11,65,486 11.62 3 Shreya Gupta 2,17,537 2.17 4 Saurabh Gupta 2,57,699 2.57 8 Varun Media Private Limited 2,00,058 2.00 15 Pooja Aggarwal 6,98,623 6.97 123. Pooja Aggarwal was also noted to be the Chief Executive Officer of SBL during the Investigation Period whereas Arpan Gupta was a director on the Board of SBL during this period. 124. From the WhatsApp chat dated October 24, 2022, it was observed that Manish Mishra informed Subhash Agarwal that he had managed the trading activity in the scrip on that day. He further requested Subhash to advise the promoters not to sell any shares the following day, as he intended to deploy a buyers’ circuit throughout the day. He added that from Thursday, i.e., October 27, 2022, they could once again start selling shares. The extract of the said WhatsApp chat is reproduced below:

125. It was also noted that a majority of the shares sold by the promoter group and other connected entities, during the Investigation Period, happened in the periods immediately following the upload of videos promoting the scrip by Manish Mishra. 126. It was further noted that, on multiple instances, the sale of shares by promoters of SBL coincided with messages from Manish Mishra to Subhash Agarwal directing entities connected to him to sell shares. A few such examples are given below:  In the chats dated September 8, 2022, Manish instructed Subhash to sell 2 Lakh shares of SBL with 20,000 shares as the disclosed quantity.

 From the order log, it was seen that on September 8, 2022, Gaurav Gupta (promoter) placed two sell orders for 2 Lakh shares each. The first sell order for 2 Lakh shares was placed within 5 minutes of the message from Manish Mishra directing placement of sell trades. Considering the abovementioned chat, it is inferred that the sale by Gaurav Gupta was at the behest of Subhash Agarwal who in turn was directed by Manish Mishra. The details of the sell orders by Gaurav Gupta are as under:

Order_Date Order_Time Buy/ Sell Client name Rate Qty Avl Qty 08/09/2022 13:52:34 S Gaurav Gupta 22.85 200000 200000 08/09/2022 14:38:51 S Gaurav Gupta 22.85 200000 200000  On September 12, 2022, Manish instructed Subhash to sell 2 Lakh shares of SBL. The said chat is provided below.

 Varun Media Private Limited and Shreya Gupta, it was noted, placed the following sell orders on September 12, 2022, which appeared to be as per the instructions of Manish Mishra.

Order Date Order Time Buy/ Sell Client name Rate Qty Avl Qty 12/09/2022 12:52:28.221974 S Varun Media Private Limited 25.1 200000 200000 12/09/2022 14:39:28.413763 S Shreya Gupta 25.1 200000 200000  It is noted that the above order placed on September 12, 2022 also finds mention in the diary of Subhash seized during the Search-and-Seizure conducted at his premises under the heading “Rakeshji”. The price and the date of the order match with the entries made in the dairy. The picture is as under-

 Further, it is noted from the emails between the aforesaid parties that the instructions for the aforesaid order, in the account of Varun Media Pvt. Ltd., were given by Saurabh Gupta to Peeyush Agrawal (Noticee 25/ “Peeyush”) on the aforesaid date at 12:48 PM. A copy of the email was also marked to Gaurav Gupta.  On November 25, 2022, Manish sent a WhatApp to Subhash at 2:13 PM to arrange for sale of 2 Lakh shares of SBL with 20,000 shares as the disclosed quantity. Subsequently, at 3:15 PM, Subhash was asked to place another sell order for 1,00,000 shares. The screenshot of the said WhatsApp exchange is given below:

 It was observed that within 6 minutes of first sell instruction received from Manish, a sell order for 2 Lakh shares of SBL was placed from the trading account of Gaurav Gupta. More importantly, within 5 minutes of the second sell instruction given by Manish to Subhash, another sell order for 1,00,000 exactly matching the directions given by Manish was executed from the account of Gaurav Gupta. The details of the said trades are given in the Table below.

Order_Date Order_Time Buy/ Sell PAN no Client name Rate Qty Avl Qty Gaurav 25/11/2022 14:30:24 S AKHPG5185D Gupta 17.18 2,00,000 2,00,000 Gaurav 25/11/2022 15:20:58 S AKHPG5185D Gupta 17.18 1,00,000 1,00,000

127. The pattern of WhatsApp communication and trading activity reveals that Rakesh and Gaurav Gupta were executing trades at the behest of Manish Mishra. Notably, a substantial portion of these trades occurred shortly after the release of promotional YouTube videos related to SBL, indicating a calculated strategy to capitalize on the anticipated surge in investor interest generated by such promotions. This close alignment in timing, coupled with the directive role played by Manish Mishra, establishes a clear nexus between Manish Mishra and the promoters. 128. Noticees 1 to 4 have contented in their replies that they were not connected to Manish Mishra in any manner. This argument becomes untenable given the instances narrated above. They further submitted that they had filed police complaints on becoming aware that misleading videos promoting the scrip of SBL were in circulation. It is, however, noted from the records that WhatsApp chats of Manish Mishra indicate that such complaints were also filed on his instructions. 129. Given the same, it is held that there is sufficient material on record to conclude that Noticees 1 to 4, promoters of SBL, were acting in concert with Manish Mishra and Subhash Agarwal for the purpose of manipulating the price and volume of the scrip of SBL.

130. Now I am moving on to consider the role of other promoters and promoter related entities. 131. It was noted that the mobile number linked to the demat account of Sadhna Bio Oils was registered in the name of Rakesh Gupta. Additionally, the orders placed in the account of Sadhna Bio Oils (Noticee 6) during the Investigation Period were routed through Choice Equity—where Peeyush Agrawal (Noticee 25) and Lokesh Shah (Noticee 26) were dealers—based on email instructions issued from the email ID of Rakesh Gupta. 132. Paras Shah (Noticee 12) was one of the directors and the authorised signatory of Virtual Business Solution Private Limited (Noticee 7/ Virtual Business). The mobile number associated with the demat account of Virtual Business was found to be registered in name of Noticee 12. Further, it was noted that trades were being executed in the account of Virtual Business on the basis of instruction received from the email ID of Paras Shah. 133. It was further noted from the WhatsApp chats retrieved from the mobile device of Peeyush Agrawal (Noticee 25) that a Whatsapp group titled- “D02344 Sadhna Media” which had 5 participants which included Rakesh Gupta, Gaurav Gupta,

Saurabh Gupta and Peeyush Agrawal, had been created. On analysing the messages posted in the group, it was noted that the group was primarily used by Rakesh Gupta and Gaurav Gupta for directing sell orders to be executed from the accounts of promoter linked entities which was then executed by Peeyush Agrawal. 134. Further, in the same group, Peeyush asked for bank statements of Arpan Gupta (Noticee 5), Gaurav Gupta (Noticee 1), Pooja Aggarwal (Noticee 15), Sadhna Bio Oil Private Limited (Noticee 6), Saurabh Gupta (Noticee 4), Sulabh Dikshit (Noticee 11) and Varun Media (Noticee 8). The above indicated that Rakesh Gupta and Gaurav Gupta were taking trading decisions on behalf of the aforementioned entities. Screenshots from the said group chat are provided below:

135. The WhatsApp exchanges between Neha Aggarwal (Noticee 13, who was an employee of SBL) and Peeyush Agrawal during February–March 2022 shows that Neha was involved in directing placement of sell orders from the accounts of promoters linked entities in coordination with Peeyush. 136. It was noted that Peeyush provided her with updates on which accounts were active or inactive, pointing to an operational role exercised by both individuals across these accounts. The screenshots of these WhatsApp messages are placed below:

137. Subsequent chats dated July 25, 2022 show Neha Aggarwal sharing OTPs with Peeyush for the demat accounts of Arpan Gupta, Gaurav Gupta, Saurabh Gupta, and Pooja Aggarwal, while also receiving instructions from Peeyush on trade execution. Further, Neha was seen coordinating trade execution with Gaurav Gupta, instructing him to mirror transactions placed in the account of Sadhna Bio Oils Private Limited.

138. In chats dated September 2, 2022, Neha requested contract notes, holding statements, and ledger accounts for several entities including Ishwar Media, Virtual Business, and Naman Broadcasting — all of which were provided by Peeyush. These communications demonstrate not just access, but active control and oversight.

139. It was further observed that Madhu Render Singh (Noticee 10) was one of the top sellers during Patch 2 of the Investigation Period. Additionally, from the WhatsApp chats dated July 25, 2022, exchanged between Peeyush Agrawal (Noticee 25) and Neha Aggarwal (Noticee 13), it was noted that Neha had shared OTP for Noticee 10’s account with Peeyush. These facts indicate that the account of Noticee 10 was under the operational control of Peeyush and Neha and was being used as part of the coordinated trading activity undertaken to manipulate the price of SBL’s shares.

140. From the WhatsApp chats dated August 01, 2022 between Peeyush Agrawal and Rakesh Kumar Gupta, it is noted that Rakesh Gupta asked Peeyush to transfer balance of ‘115’ to Madhu Render Singh’s account. The bank statement of Madhu Render Singh showed that on August 01, 2022, an amount of Rs. 1,15,00,000 was received from Choice Equity Broking. 141. An analysis of the bank statements of Pooja Aggarwal (Noticee 15), Madhu Render Singh (Noticee 10), Sulabh Dikshit (Noticee 11), and Arpan Gupta (Noticee 5) revealed the following: 141.1. Pooja Aggarwal transferred an amount of ₹1.5 Crore to Sharp Eye Broadcasting Private Limited. From the shareholding pattern of Sharp Eye Broadcasting, it was observed that the majority of its shareholding was held by the promoters of Sadhna or entities forming part of the Sadhna Group. 141.2. Madhu Render Singh had transferred funds to three companies, namely, Varun Media Private Limited (₹10 Lakhs), Naman Broadcastings and Telecommunications Private Limited (₹3.55 Crore), and Prabhatam Ventures Private Limited (₹27 Lakhs). It was observed that the majority of the shareholding in Varun Media and Naman Broadcastings and Telecommunications was held by entities belonging to the Sadhna Group. 141.3. Sulabh Dikshit transferred funds to two entities, namely, Ishwar Broadcasting Private Limited (₹76.5 Lakhs) and Sadhna Communications Private Limited (₹91.6 Lakhs). The shareholding structure of both these companies showed that the majority of the shareholding was held by entities forming part of the Sadhna Group. 141.4. Arpan Gupta transferred ₹15 Lakhs to Prabhatam Investments Private Limited. He submitted that this payment was towards the purchase of shares of Naman Broadcastings and Telecommunications Private Limited. It was observed that the majority of the shareholding in the said company was held by Sadhna Group entities. 142. It is, therefore, noted that a significant portion of the trade proceeds received by the aforesaid Noticees—namely, Pooja Aggarwal, Madhu Render Singh, Sulabh

Dikshit, and Arpan Gupta—was ultimately transferred to entities related to the Sadhna Group, which had shareholding held by Rakesh Kumar Gupta, Gaurav Gupta, and/or Arpan Gupta. 143. I note that Virtual Business Solution Pvt. Ltd. (Noticee 7/ “Virtual”), in respect of the allegations made in the SCN based on the contents of the WhatsApp chat between Peeyush Agarwal and Neha Aggarwal (Noticee 13), has submitted that Virtual was not aware of any WhatsApp chats between the two and therefore, cannot comment on these purported communications. Furthermore, it was submitted that Virtual was perplexed as to how a third party could have gained access to the Noticee’s trade details. Similar arguments were made by Varun Media (Noticee 8) also. 144. Sulabh Dikshit (Noticee 11) and Paras Shah (Noticee 12) replied on similar lines. They contended that they were roped in only because they happened to be directors of one of the Noticees. The above argument is without merit as it can be noted from the above observations that trades in the account of Virtual (Noticee 7) were placed based on the instructions received from the email account of Paras Shah.

As regards Sulabh, the trading pattern taken together with the fund trail noted above indicates that he was acting in concert with the promoters. Given the same, I find no merit in the above submissions. 145. The WhatsApp chats referred to above, taken along with the trading pattern of the above Noticees in the scrip of SBL during the Investigation Period, leave no room for doubt that the Noticees were utilized as part of the scheme hatched by the promoters along with Manish Mishra. Given the same, I find no merit in the arguments made above. 146. It is noted that the primary argument advanced by most of the Noticees connected to the promoter group was that they were placing trades in their own account. They have denied the allegations in the SCN that trades were placed on the instructions of Noticee 1 or 2. However, in view of the WhatsApp chats referred to above, the said contentions become untenable. 147. In view of the foregoing, it is evident that Arpan Gupta (Noticee 5), Sadhna Bio Oils Private Limited (Noticee 6), Virtual Business Solution Private Limited (Noticee 7), Varun Media Pvt Ltd (Noticee 8), Naman Broadcastings and Telecommunications Pvt Ltd (Noticee 9), Madhu Render Singh (Noticee 10), Sulabh Dikshit (Noticee 11), Paras Shah (Noticee 12) and Pooja Agarwal (Noticee 15) were not acting independently.

Their accounts were being operated by the promoters of SBL for placing structured trades in coordination with one another, as part of a broader scheme aimed at manipulating the price of SBL’s shares. The coordinated nature of the activity, use of common communication channels, and control exercised through shared access (including OTPs and trade instructions) establishes their connection and role in furtherance of the manipulation of the scrip of SBL. Role of Neha Agarwal (Noticee 13) 148. It can be noted from the WhatsApp chats, referred above, that Neha Agarwal was actively coordinating with Peeyush Gupta for executing trades in the scrip of SBL in the accounts of entities linked with the promoters. It is, however, noted that she has not traded in her own name and rather appears to be an employee of the promoters who was carrying out tasks assigned to her. The nature of the conversations with Peeyush Agarwal clearly shows that she was aware of the manipulative designs of the promoters and Peeyush Agarwal and, therefore, penalty commensurate with her role in the larger scheme will be imposed.

Role of Vivek Kumar (Noticee 14) 149. It is noted from the records that the firm V Kumar and Associates was the secretarial auditor of SBL from FY22 onwards and Vivek Kumar was signing the reports of the Company on behalf of the said firm. 150. Allegations were levelled against the Noticee regarding involvement in the larger pump and dump scheme bases on WhatsApp chats retrieved from the phone of Subhash Agarwal. It was alleged on the basis of such chats that (i) Noticee was passing along instructions received from the promoters of SBL to other Noticees (ii) there were money transfers with Subhash Agarwal (iii) instances where certain information such a list of shareholders of SBL, copy of the FIRs filed in the matter etc. were shared between the Vivek Kumar and Subhash Agarwal. 151. It can be noted from the above that there is no specific allegation in the SCN that Subhash Agarwal was trading in the scrip on his own behalf or was operating the accounts or placing orders in the accounts of any of the connected entities. The allegations qua the Noticee are limited to sharing of information/instructions.

There was also one instance of what appears to be money transfer between the two through informal channels, but the nature of the expenses has not been brought out. 152. Given the above, granting the benefit of the doubt, I do not propose to issue any adverse directions against the Noticee. Role of Yogesh Kumar Gupta (Noticee 16) and Magnesh Bala (Noticee 17) 153. Noticee 16 (Yogesh Kumar Gupta) and Noticee 17 (Magnesh Bala) are respectively the father-in-law and mother-in-law of Pooja Agarwal (Noticee 15). It has been held in the preceding paragraphs that Pooja Agarwal’s trading account was being handled by Neha Aggarwal (Noticee 13) and Peeyush Agrawal (Noticee 25) for placing trades in the scrip of SBL during the Investigation Period. 154. It has already been noted in this Order that Noticee 16 and 17 were top sellers and volume contributors during Patch 1 of the Investigation Period. Further, they were noted to be counter parties to many of the structured trades executed with Manish Mishra connected entities. Given the same, their trading in the scrip of SBL during the Investigation Period is held to be part of the larger scheme orchestrated by the promoters of SBL in coordination with Manish Mishra.

155. The trading activity of promoter-linked entities was closely aligned with instructions relayed by Manish Mishra regarding when to execute or withhold trades. Further, the majority of the sale of SBL shares by the promoters took place in the immediate aftermath of promotional videos being uploaded on YouTube channels such as Moneywise, The Advisor, and Profit Yatra, all of which were operated by Manish Mishra. This pattern of conduct—marked by synchronized trading and coordinated promotion—demonstrates that the promoters and their connected entities, which included Noticees 16 and 17, were participating in the scheme alongside Manish and Subhash, with the objective of offloading the shares held by them in SBL at inflated prices.

Role of Rajshree Goel (Noticee 18), Sunil Goel (Noticee 19) and Reena Goel (Noticee 20) 156. Sunil Goel was married to Reena Goel and Rajshree Goel was his sister-in-law. Noticees 18, 19 and 20 were amongst the top sellers and volume creators in Patches 1, 2, 4, 5 and 6. 157. The structured trades executed between Reena Goel and Shreya Gupta have already been explained in the part of this Order dealing with trading during Patch 1 of the Investigation Period. As noted earlier, Sunil Goel was seen to be placing trades in the accounts Reena Goel. It was further noted that trades of Rajshree Goel matched with structured trades executed by Manish Mishra entities on many occasions. 158. The aforesaid Noticees in their replies submitted that they had not bought any shares of SBL during the IP. The shares of SBL held in account of Noticee 20 was purchased in October 2018. Similarly, it was submitted that Sunil Goel purchased SBL shares in March 2018 and Rajshree Goel bought the shares of SBL in April 2018 and October 2018. As regards the connection alleged with Noticee 1, it was submitted that both Noticee 1 and Sunil Goel were part of the Club – Elites Circle Club which had around 100 members. 159. Having considered the above submissions, I note that they are liable to be rejected. The WhatsApp chats noted earlier in this Order show that Sunil Goel and promoters of SBL were coordinating their trades in SBL shares. 160. Given the same, it would be reasonable to conclude that trades in all three accounts were being executed as part of the manipulative scheme run by the promoters of SBL in coordination with Manish Mishra. Role of entities connected to Peeyush Agarwal and Lokesh Shah

161. Lokesh Shah, it is noted from the records, was the owner of the Delhi franchise of Choice Equity Broking Private Limited (Choice) and Peeyush Agarwal was a dealer who worked at the same office of Choice. 162. It has already been held in this Order that Peeyush Agarwal was placing trades in the scrip of SBL on the instructions of Rakesh Gupta who was part of the promoter group of SBL. WhatsApp Chats between Peeyush Agarwal and Lokesh Shah, confirming trades carried out on the instructions of Rakesh Gupta have also been discussed earlier in this Order. 163. It is noted that SCN alleges that Peeyush Agarwal and Lokesh Shah were controlling the accounts of Noticees 27 to 38, which were maintained with Choice, and executing trades in the scrip during the Investigation Period, through these accounts. Trading activity of the group in the Shares of SBL during the Investigation Period is given in the Table below: Noticee Entity Buy Qty Buy Sale Qty Sale value No. value 27. High Spirits Sales - - 11,56,940 36,35,845 Agencies Private Limited 28. Neha Agarwal - - 1,22,010 7,89,153 29. Piyush Agarwal - - 2,37,190 7,79,046 30. Mohit Sarawgi - - 2,10,000 7,00,350 31. Chinnu - - 1,94,680 13,97,961 32. Nitin Sanghi - - 24,000 69,120 33. Naresh Kumar - - 1,130 3,254 34. SMR Leasing - - 25,000 72,000 35. Sapan Kumar - - 23,540 67,795 Agarwal 36. Kavita Shah - - 8,57,040 34,50,274 37. Wessel Consultancy - - 5,19,120 15,41,957 Private Limited. 38. Ramesh Kumar Shah - - 1,03,320 2,97,562

164. It is noted that among the documents seized from Subhash Agarwal during the Search-and-Seizure conducted by SEBI was document listing the shareholders of SBL. A copy of said document is reproduced below:

165. In the document seized from Subhash Agarwal, who has already been held in this order to be the link between the promoters and Manish Mishra and also found to have coordinated the sale of promoter shares, the name “Piyush” was marked against the names of certain shareholders appearing in the sheet. The marked names, it is noted, corresponds to the Noticees whose accounts were alleged to have been operated by Peeyush Agarwal and Lokesh Shah in the SCN. 166. Additionally, it was noted from the WhatsApp chats dated August 21, 2021 exchanged between Peeyush Agrawal and Lokesh Shah, that Peeyush forwarded to Lokesh a message received from Rakesh Gupta, enquiring whether Peeyush wanted to sell the shares of SBL. Further, Peeyush informed Lokesh that Rakesh Gupta was seeking a meeting with both of them. Lokesh was also noted to be asking Peeyush to check before the meeting how many shares of SBL they had at their disposal. The copy of the above WhatsApp exchange is placed below:

167. It can be noted that in response to Lokesh’s query regarding number of shares of SBL held by them, Peeyush responds with the figure 376000. As it was noted that both the aforesaid Noticees did not hold any shares in SBL, the shares referred to in the chats above were shares held in accounts of entities controlled by them. 168. In view of the above WhatsApp exchanges, it can be concluded that Peeyush Agarwal and Lokesh Shah were having meetings with promoters of SBL regarding selling shares of the Company despite the fact both of them held no shares in SBL. On the basis of the same, it can be reasonably inferred that they were planning to sell shares from certain accounts which were held in the name of other shareholders of the Company. 169. In this context, it is noted that on April 27, 2022, Peeyush shared a list of shareholders of SBL along with their trading members, client-codes and quantities of shares held in SBL, to Lokesh via a WhatsApp message. Lokesh responded to the said message with what appears to be the numbers of shares to be sold from the accounts shared by Peeyush. The screengrabs of the said WhatsApp exchanges are reproduced below:

170. It was observed that on the day of the abovementioned chat, i.e. April 27, 2022, the following orders were placed in the scrip of SBL: Trade Client name Cp Client name Rate Trade Value (In Rs.) Qty Time Bhumikaben 12:15 Naresh Kumar 28.80 3,254 113 Patel Bhumikaben Sapan Kumar 12:15 28.80 67,795 2,354 Patel Agarwal Bhumikaben 12:15 Ramgopal 28.80 6,048 210 Patel Bhumikaben 12:15 Nitin Sanghi 28.80 69,120 2,400 Patel High Spirits Bhumikaben 12:15 Sales Agencies 28.80 12,96,000 45,000 Patel Pvt Ltd Bhumikaben Ramesh Kumar 12:15 28.80 2,97,562 10,332 Patel Shah Bhumikaben 12:15 Kavita Shah 28.80 8,64,000 30,000 Patel S M R Leasing Bhumikaben 12:15 And Finance 28.80 72,000 2,500 Patel Limited. Wessel Bhumikaben 12:15 Consultancy Pvt 28.80 4,47,293 15,531 Patel Ltd Wessel 12:15 Dahyabhai Patel Consultancy Pvt 28.80 5,76,000 20,000 Ltd Total 1,28,440 171. In a separate instance, it was noted that on May 02, 2022, in a WhatsApp chat (shown below), Peeyush and Lokesh discussed about placement of orders in the accounts of the entities which were alleged to be connected to them in the SCN. The extracts of the said chats are given below:

172. It was observed from the trade log that on the day of the abovementioned chat, at 11.15 AM, sell trades were placed from the following accounts: TRADE TRADE TRADE TRADE CP QTY RATE VALUE CLIENTNAME DATE ID TIME CLIENTNAME (IN Rs.) 02/05/2022 3 11:15 Paresh Dhirajlal Shah Mohit Sarawagi 6,828 33.35 2,27,714 K o m al Bhaveshbhai 02/05/2022 4 11:15 Mohit Sarawagi 1,000 33.35 33,350 Patel 02/05/2022 5 11:15 Muskan Agarwal Mohit Sarawagi 1,000 33.35 33,350 02/05/2022 6 11:15 Ruchir Gupta Mohit Sarawagi 1,172 33.35 39,086 02/05/2022 7 11:15 828 Ruchir Gupta Neha Agrawal 33.35 27,614 02/05/2022 8 11:15 20 667 Bijender Kumar Neha Agrawal 33.35 02/05/2022 9 11:15 20 667 Bhagyalaxmi Mallick Neha Agrawal 33.35 S a n tokben 02/05/2022 10 11:15 500 Neha Agrawal 33.35 16,675 Dahyabhai Patel 02/05/2022 11 11:15 Aahuti Rasik Mistry Neha Agrawal 1,833 33.35 61,131 02/05/2022 12 11:15 Aahuti Rasik Mistry Piyush Agarwal 22,284 33.35 7,43,171 High Spirits Sales 02/05/2022 13 11:15 Aahuti Rasik Mistry 64,515 33.35 21,51,575 Agencies Pvt Ltd Total 1,00,000

173. In summary, the following sell trades were placed, as referred in the abovementioned WhatsApp chats: Entity Quantity sold Mohit Sarawagi 10,000 Neha Agrawal 3201 Piyush Agarwal 22,284 High Spirits Sales Agencies Pvt Ltd 64,515 Total 1,00,000

174. Again, on May 02, 2022, in a WhatsApp chat (shown below), Peeyush and Lokesh discussed about placement of orders in the accounts of some of the entities:

175. From the trade log, it was observed that at 13:15 hours on May 02, 2022, sell trades were placed from the following accounts: TRA TRADE TRADE TRADE VALUE DE QTY RATE CLIENTNAME CP CLIENTNAME DATE TIME (IN Rs.) ID 02/05/2022 19 13:15 1,02,985 Aahuti Rasik Mistry Mohit Sarawagi 3,088 33.35 02/05/2022 20 13:15 2 67 Anil Kumar Mohit Sarawagi 33.35 02/05/2022 21 13:15 2,63,799 Nipa Patel Mohit Sarawagi 7,910 33.35 Wessel Consultancy Pvt 02/05/2022 22 13:15 36,352 Nipa Patel 1,090 33.35 Ltd Wessel Consultancy Pvt 02/05/2022 23 13:15 3 100 Palak Jaswani 33.35 Ltd Wessel Consultancy Pvt 02/05/2022 24 13:15 14 467 Bapu Ganapati Sutar 33.35 Ltd Wessel Consultancy Pvt 02/05/2022 25 13:15 1 33 Nitin Bhagavat Veer 33.35 Ltd Wessel Consultancy Pvt 02/05/2022 26 13:15 4 133 Kanchan Manohar Latkar 33.35 Ltd Wessel Consultancy Pvt 02/05/2022 27 13:15 83,375 Parikh Rajnikant Babulal 2,500 33.35 Ltd Wessel Consultancy Pvt 02/05/2022 28 13:15 3,07,120 Darsh Dhirabhai Patel 9,209 33.35 Ltd 02/05/2022 29 13:15 3,33,500 Darsh Dhirabhai Patel Kavita Shah 10,000 33.35 02/05/2022 30 13:15 791 26,380 Darsh Dhirabhai Patel Neha Agrawal 33.35 02/05/2022 31 13:15 1 33 Budidhar Neha Agrawal 33.35 02/05/2022 32 13:15 1 33 Hirakjyoti Das Neha Agrawal 33.35 02/05/2022 33 13:15 1,06,953 Darsh Dhirabhai Patel Neha Agrawal 3,207 33.35 02/05/2022 34 13:15 3,33,500 Darsh Dhirabhai Patel Chinnu 10,000 33.35 High Spirits Sales 02/05/2022 35 13:15 72,670 Darsh Dhirabhai Patel 2,179 33.35 Agencies Pvt Ltd

TRA TRADE TRADE TRADE VALUE DE QTY RATE CLIENTNAME CP CLIENTNAME DATE TIME (IN Rs.) ID Total 50,000 176. In summary, the following sell trades were placed, as instucted in the aforesaid chat: Entity Quantity sold Mohit Sarawagi 11,000 Wessel Consultancy Pvt Ltd 12,821 Kavita Shah 10,000 Neha Agrawal 4,000 Total 50,000 177. In WhatsApp chat dated July 01, 2022 (shown below), Peeyush informed Lokesh that he had sold 75000 shares of SBL and further asked whether to release pay-out for the accounts of Chinnu and Kavita Shah. Lokesh asked him to wait for the same.

178. From the trade log, it was observed that on July 1, 2022, 75,000 shares of SBL were sold at 12.15 hours @ Rs.11.55, which matched with the quantity and price mentioned in the abovementioned WhatsApp chat. The details of trades are as under:

Entity Quantity sold Chinnu 37,500 Kavita Shah 37,500 Total 75,000

179. The above instances showed that accounts of various noticees, referred to above, were managed / operated by Peeyush Agrawal and Lokesh Shah. The same was corroborated by Peeyush Agrawal in his statement, as he admitted that all the trading in scrip of SBL in aforesaid accounts was based on his instructions.

180. The aforesaid Noticees have replied on similar lines. They have submitted that they have been holding the shares of SBL since 2018/2019 and that they sold shares in normal course. They argued that since they held shares in the Company much before the alleged period of manipulation, they cannot be considered by SEBI to part of the scheme which may have been orchestrated to manipulate the price of the SBL scrip. 181. Having considered the above arguments, I find no merit in the same. It is noted from the initial WhatsApp exchanges between Lokesh Shah and Peeyush Agrawal, that Rakesh Gupta was seeking a meeting with both Peeyush and Lokesh because he was aware that they ‘controlled’ certain accounts which held shares of SBL. Further, the WhatsApp exchanges noted above regarding sale of shares from these accounts leave no doubt that these accounts were being operated by Peeyush Agrawal (Noticee 25) and Lokesh Shah (Noticee 26). 182. Apart from the above, I note that Neha Agarwal (Noticee 28), wife of Peeyush Agrawal, was also made a Noticee as it was noted that Peeyush was executing trades from her account. Given the findings recorded above, I hold that trades executed from the said account was also part of the larger scheme to manipulate the share price of SBL. 183. In view of the above, I hold that Peeyush Agrawal (Noticee 25) and Lokesh Shah (Noticee 26) were part of the scheme to manipulate the price of the scrip of SBL and towards this end they were operating the accounts of Noticees 27 to 38. The shares of SBL held in the accounts of Noticees 27 to 38 were sold in a manner to support the manipulative scheme orchestrated by the promoters of SBL in collusion with Manish Mishra. Noticees 27 to 38, by allowing their accounts to be used in this manner, have violated the provisions of the PFUTP Regulations, as alleged in the SCN. Role of Bhim Singh Chaudhary (Noticee 22) 184. Noticee 22 was a director of Skyline, the RTA of SBL, where Subhash Agarwal (Noticee 21) was also a director. The SCN alleged, based on the CDR data and WhatsApp messages between Subhash Agarwal and Manish Mishra, that the sale of the shares by Noticee 22 was also part of the larger scheme put in place by Manish Mishra in coordination with the promoters of SBL.

185. The Noticee 22 in his reply has submitted that he was only a non-executive director of Skyline and that he cannot be charged only on the basis of the WhatsApp chats between third parties over which he had no control. 186. In this regard, I note that Noticees 21 and 22 were in frequent communication during the Investigation Period. It is also noted from the chats of Manish Mishra with Subhash Agarwal that the former was telling the latter that Noticee was also offloading his position in SBL taking advantage of the liquidity brought in by him. This is evident from the chat dated July 26, 2022 wherein Manish stated that his connected entities were not able to sell shares even when after a significant spike in volumes traded in the scrip and further asked Subhash to share the Benpos of SBL to identity shareholders who were selling shares. In the said WhatsApp chat, Manish appears to be conveying that Bhim Singh Chaudhary (Noticee 22) was taking advantage of the liquidity brought in by Manish Mishra. The extracts of the said WhatsApp exchange are given below:

187. The above chats indicated that liquidity was being absorbed by entities connected to promoters and Saurabh at the expense of the Manish connected entities. 188. Further, from the documents seized from the premises of Subhash Agarwal as already referred earlier in this Order, a list of shareholders was recovered. In the said list, Bhim Singh Chaudhary was indicated as one of the connected entities. 189. Given the same, I hold on a preponderance of probabilities basis, that Noticee 22 was also offloading shares as part of the larger scheme orchestrated by Manish Mishra and Subhash Agarwal in conjunction with the promoters of SBL.

Role of Anshu Aggarwal (Noticee 23) 190. It is noted from the records that the aforesaid Noticee is alleged to be connected to Subhash Aggarwal through her husband, Anshul Aggarwal. It was noted from the CDR data and WhatsApp chats that Anshul Aggarwal was frequently in touch with Subhash Agarwal. The Noticee was also one of the Top 10 positive LTP contributors during Patch 1 of the Investigation Period. 191. Given the above taken together with the trading pattern exhibited by her in the scrip during the Investigation Period, on a preponderance of probabilities basis, I hold that the trades of the Noticee was part of a larger scheme to manipulate the scrip of SBL. Role of Renuka Agarwal (Noticee 24)

192. The SCN also listed Noticee 24 as part of the scheme as it was noted from the analysis of CDR data that there was huge volume of phone calls between Noticee’s husband and Subhash Agarwal during the Investigation Period. 193. Noticee 24 in her reply submitted that the she was not involved or connected with any Noticees in the SCN except Subhash Agarwal, who was a friend of her husband. She denied being involved in any scheme to induce investors. It was also submitted that she sold shares before the uploading of YouTube videos which according to the Noticee happened in the months of July, August, September 2022. 194. The above arguments are liable to be rejected as the share price saw a sharp increase during the period when she sold shares. Further, since her sales were during the pre-video phase where majority of the sales were being driven by the connected entities. The preponderance of probabilities indicates that her trading was induced by Subhash Agarwal. This along with the CDR records regarding extensive communication between the Noticee’s husband and Subhash Agarwal leads me to conclude that shares sales of the Noticee was also part of the larger scheme hatched by the Noticees in collusion with Manish Mishra.

Entities connected to Jatin Shah 195. It was noted that Jatin Shah was executing structured trades in the SBL scrip as per instructions passed on by Manish Mishra. For example, it was noted that on July 19, 2022, Manish provided to Jatin Shah the details of the orders to be placed in pre-market session of July 20, 2022. The image of the chat is provided below.

196. It was observed that Jatin Shah and Dipak Dwiwedi placed buy orders of 10,00,000 shares each, on July 20, 2022 at the prices mentioned by Manish Mishra in the abovementioned chat, which were around 5% higher than the closing price of the previous day. The details of the trades are as under: Table 48 Order Date Order Scrip Name Buy Client Name Rate Qty Time / Sell 20/07/2022 09:15:00 Sadhna B Jatin Manubhai 15.37 500000 Shah 20/07/2022 09:15:00 Sadhna B Jatin Manubhai 15.34 500000 Shah 20/07/2022 09:15:00 Sadhna B Dipak Dwiwedi 15.36 500000 20/07/2022 09:15:00 Sadhna B Dipak Dwiwedi 15.35 500000

197. In another instance, on July 20, 2022, Manish Mishra provided to Jatin Shah the details of the orders to be placed in pre-market session on July 21, 2022. The image of the chat is as under.

198. It was observed that Jatin Shah (Noticee 39), Sachinkumar Bhagvandas Sahu (Noticee 44) and Heli Jatin Shah (Noticee 40, daughter of Jatin Shah) placed buy orders for a total of 6,00,000 shares at prices mentioned by Manish in the abovementioned chat, which were around 5% higher than the closing price of the previous day. The details of the trades are as under: Order Date Order Scrip Buy/ Client Name Rate Qty Time name Sell 21/07/2022 09:15:00 Sadhna B Jatin Shah 16.11 200000 21/07/2022 09:15:00 Sadhna B Sachinkumar Bhagvandas Sahu 16.10 100000 21/07/2022 09:15:00 Sadhna B Jatin Shah 16.10 100000 21/07/2022 09:15:00 Sadhna B Heli Jatin Shah 16.12 100000 21/07/2022 09:15:01 Sadhna B Heli Jatin Shah 16.12 100000

199. The above instances clearly demonstrate that Jatin Shah was placing structured trades in the scrip of SBL with a view to manipulate the share price. 200. Next I am moving on to consider the connections between Jatin Shah and other Noticees alleged to be connected to him. It is noted that as per the allegations in the SCN, Noticees 40 to 48 (Heli Jatin Shah, Daivik Shah, Karavan Tradelink OPC Pvt Ltd., Angad Rathod, Sachinkumar Bhagvandas Sahu, Vijay Sureshbhai Udhani, Ayushi Udhani, Krunal Chavda and Kishansinh Mansinh Rajput) were alleged to be connected to Jatin Shah. 201. Jatin Shah was an authorized person for the stock broker MNM Stock Broking Pvt Ltd. He was acting as a dealer for Anshu Mishra (Noticee 53), Sachinkumar Bhagvandas Sahu (Noticee 44), Dipak Dwiwedi (Noticee 49) and Angad Rathod (Noticee 43). Angad Rathod also worked at MNM Stock Broking Pvt. Ltd. It has already been recorded above that Angad Rathod received Rs. 70 Lakh from Laddu Gopal Ventures Private Ltd. (a connected entity of Manish Mishra) and was found to be trading in the SBL scrip. 202. It is further noted that Heli Jatin Shah (Noticee 40) and Daivik Shah (Noticee 41) were Jatin Shah’s children. He also acted as their dealer and it was alleged in the SCN that Jatin Shah was managing the trading account of Heli Jatin Shah. Daivik Shah was also noted to be a director and authorized signatory of Karavan Tradelink OPC Pvt. Ltd. (Noticee 42), which was one of the major positive LTP contributors during Patch 1. 203. Sachinkumar Bhagvandas Sahu (Noticee 44) was one of the top contributors of positive LTP in Patch 2 of the Investigation period. As referred to earlier, bank account of Sachinkumar Bhagvandas Sahu was used by Manish Mishra to receive money from Subhash Agarwal. 204. Further, WhatsApp chats were noted between Daivik Shah and Krunal Chavda where the former was directing the latter to buy shares of SBL. A few such instances are given below:  WhatsApp chat dated May 24, 2022, where Daivik is directing Krunal to buy 2000 shares of SBL at Rs. 62.35.

 WhatsApp chat dated May 24, 2022, where Daivik is directing Krunal to sell shares of SBL at Rs. 79.45.

205. It is observed that on May 31, 2022, Manish asked Mayank Agarwal (Noticee 50) to buy shares of SBL at market price with all the money, at sharp 09:31 AM. An image of the said chat is provided below.

206. Thereafter, Mayank placed a buy order for 9000 shares at 09:32:08 AM on May 31, 2022. The same matched with sell orders of Sachinkumar Bhagvandas Sahu, Jatin Shah, Krunal Chavda and Ayushi Udhani. The details of the trades are provided below. Trade Date Tra Trade Qty Rate Trade Client name CP Client name de Time Value (In ID Rs.) 31/05/2022 11 10:15:00.0 M ayank Kumar Sachinkumar 0003 1,70 79.45 1,35,303 Agarwal Bhagvandas Sahu 3 3 31/05/2022 12 10:15:00.0 M ayank Kumar Jatin Shah 00033 5,00 79.45 3,97,250 Agarwal 0 31/05/2022 13 10:15:00.0 M ayank Kumar Krunal Chavda 00033 2,00 79.45 1,58,900 Agarwal 0 31/05/2022 14 10:15:00.0 M ayank Kumar Ayushi Udhani 00033 297 79.45 23,597 Agarwal 207. From the above, it is seen that the buy orders placed by Mayank Kumar Agarwal at the instructions of Manish Mishra matched with the sell orders placed by Sachinkumar Bhagvandas Sahu, Jatin Shah, Krunal Chavda and Ayushi Udhani.

While Sachinkumar Bhagvandas Shah and Krunal Chavda are closely connected to Jatin Shah, the preponderance of probabilities indicates that Ayushi Udhani was also a part of Jatin Shah group since she acted as a counterparty for the structured trades. 208. It can be noted from the above that trades executed from the accounts of Sachinkumar Bhagvandas Sahu, Jatin Shah, Heli Jatin Shah, Krunal Chavda and Ayushi Udhani were being placed as per the instructions given by Manish Mishra or as in the case of the trade dated May 31, 2022, getting matched with trades executed as per the instructions of Manish Mishra. Given the same, it can be concluded on preponderance of probabilities basis, that the aforesaid Noticees were connected to Manish Mishra/Jatin Shah. 209. Vijay Sureshbhai Udhani and Ayushi Udhani shared a common address. It is noted that Vijay and Ayushi filed their replies denying any connections with Jatin. Vijay was one of the top positive LTP contributors in Patch 1. Given the trading pattern exhibited by Vijay Udhani and considering the common address shared with Ayushi Udhani, who has been held to be a connected entity, I hold on preponderance of probabilities basis that Vijay Udhani was also a connected entity. 210. In respect of Kishansinh Mansinh Rajput (Noticee 48), I note that the SCN has failed to provide any material which connects him to Manish Mishra or Jatin Shah. Given the same, I am not recording any adverse findings against the Noticee. Entities connected to Manish Mishra Role of Dipak Dwiwedi 211. It has already been brought out in the Order that Noticee 49 was making payments from his bank account for promoting the videos being put out by Manish Mishra to manipulate share prices. It was also noted that the aforesaid Noticee was a counterparty to the structured trades executed on the instructions of Manish Mishra. For instance, On July 13, 2022, one of the counterparties of the trade executed by Aahuti Mishra was Dipak Dwiwedi who bought 83,360 shares from Aahuti Mistry.

Role of Mayank Kumar Agarwal (Noticee 50) and Swati Agarwal (Noticee 51) 212. It has already been held above in the previous part of this Order that Mayank Kumar Agarwal (Noticee 50) was placing trades in the scrip of SBL based on the instructions received from Manish Mishra. Swati Agarwal, it is noted, is the sister of Mayank Agarwal. It is noted that the trades in her account were being placed by her brother. It was also noted that Noticee 50 submitted that the trades of another entity of the same name have been erroneously mentioned against his name in the SCN. 213. Having considered the above arguments, I note that even if the contention of the Noticee that certain trades executed by a different entity have been captured against his name in the SCN is accepted, there is sufficient evidence on record in the form of WhatsApp chats which show his association with Manish Mishra. Given the same, it is held that Noticees 50 and 51 was also a part of the larger scheme to manipulate the share price of SBL.

Role of Anshu Mishra (Noticee 53) 214. Anshu Mishra is the wife of Manish Mishra and Jatin Shah was the dealer placing trading from her trading account. Noticee 53 was also a director of Laddu Gopal Private Limited and Korbeauty Cosmetics Private Limited along with Noticee 49 (Dipak Dwiwedi). 215. Anshu Mishra was an Administrator of one of the YouTube Channels (India Bullish) where videos with false and misleading claims about the scrip of Sadhna was uploaded. Further, as already noted above, Noticee 53 had contributed to the volume and the positive LTP on buy side in Patch 2, 4, 5 and 6 of the Investigation Period. 216. It has further been recorded in this Order (WhatsApp chat dated April 13, 2022) that Subhash transferred an amount of Rs. 50 Lakhs on the instructions of Manish to the account of Laddu Gopal Ventures Private Limited wherein Anshu Mishra is also a director.

217. Further, on September 15, 2022, Subhash forwarded to Manish a message of fund transfer of Rs. 1 Crore to Korbeauty Cosmetics. Subhash also forwarded a message with a request not to transfer funds directly--- “Bhai ji ab direct fund transfer mat karna please”-- to which the former agreed.

Role of Purav Bharatbhai Patel (Noticee 54) 218. The mobile number of Purav Bharatbhai Patel (8609812345) was part of the user details of one of the YouTube channels connected to Manish Mishra. The WhatsApp chat between Purav and Manish Mishra as provided below shows that Purav was adding money in the accounts of ‘Moneywise’ and ‘The Advisor’, as per the instructions of Manish.

219. The payments made by the Noticee to to Google Adsense for promoting misleading videos created by Manish Mishra has already been detailed in this Order. He was also noted to be a major contributor to positive LTP during various patches of the Investigation Period. Role of Aahuti Rasik Mistry (Noticee 63) 220. It was alleged in the SCN that Manish Mishra was manipulating the prices of multiple scrips using a common modus operandi during the same period in which he was observed to be manipulating the scrip of SBL. The SCN further recorded that the overwhelming majority of trades executed by Aahuti Mistry were in scrips that were allegedly being manipulated by Manish Mishra. The details of the trades executed by Noticee 63 during the Investigation Period are given in the Table below: Date Sec Name/ Buy Qty Buy Value Sell Qty Sell Value Contract 03/03/2022 ISF Ltd 64,456 6,99,992 - - 21/03/2022 ISF Ltd - - 64,456 11,91,791 31/03/2022 ISF Ltd 5,502 1,49,985 - - 19/04/2022 ITC Ltd - - 500 1,35,000 26/04/2022 VCU Data 31,000 5,12,430 - - Management Ltd 02/05/2022 Sadhna Broadcast 1,00,000 33,35,000 - - Ltd 05/05/2022 BFL Asset Finvest 9,932 10,99,969 - - Ltd 17/05/2022 ISF Ltd - - 5,502 39,945 20/05/2022 ITC Ltd - - 250 70,266 27/05/2022 Impex Ferro Tech 1,430 15,072 - - Ltd. 27/05/2022 Sadhna Broadcast - - 30,000 21,63,000 Ltd 06/06/2022 BFL Asset Finvest 7,633 4,99,496 - - Ltd 06/06/2022 Hemo Organic Ltd 8,561 4,99,962 - - 09/06/2022 Kohinoor Foods Ltd 120 7,362 - - 27/06/2022 Bata India Ltd - - 75 1,32,891 07/07/2022 VCU Data - - 31,000 11,88,850 Management Ltd 13/07/2022 Sadhna Broadcast - - 7,00,000 84,56,000 Ltd 20/07/2022 BFL Asset Finvest - - 17,565 6,57,809 Ltd 20/07/2022 Hemo Organic Ltd - - 8,561 3,58,706 02/09/2022 Sadhna Broadcast 2,00,000 37,90,000 - - Ltd 24/10/2022 Sadhna Broadcast - - 1,72,703 17,72,363 Ltd 25/10/2022 Sadhna Broadcast 1,72,703 18,63,270 - - Ltd Total 6,01,337 1,24,72,538 10,30,612 1,61,66,621 221. It was observed that, out of the total buy value of ₹1.24 Crore by Aahuti Mistry during the Investigation Period, only ₹22,434 worth of scrips (as highlighted) were those not recommended by Manish Mishra.

Similarly, out of the total sell value of ₹1.61 Crore, only ₹3.38 Lakh worth of scrips (as highlighted) were unrelated to his recommendations. In other words, 99.82% of Aahuti’s buy trades and 97.91% of her sell trades (in value terms) were in scrips recommended by Manish Mishra. 222. From the WhatsApp exchanges between Manish Mishra and Aahuti Mistry in May 2022, it was noted that Manish had recommended to her the scrips of Godha Carbon Insulation Ltd., VCU Data Management Ltd., and ISF Ltd.—all of which were prima facie under manipulation by him. A screenshot of the chat in this regard is provided below:

223. Subsequently, when Aahuti asked for a scrip that would yield better returns without risk, Manish recommended Sadhna Broadcast Limited (SBL) on May 2, 2022. Following this, Aahuti messaged Manish at 10:34:43 AM about placing a buy order for 1,00,000 shares of SBL at ₹33.35. She later followed up with him regarding the status of her order. The images of the relevant chats are provided below.

224. Further, there were WhatsApp chats between Aahuti and Manish which show that Aahuti was aware of manipulation by Manish in various scrips. A screenshot of the chat in this regard is provided below:

225. It was noted that the details shared in the WhatsApp chat, referred to above, corresponded with the buy order actually placed by Aahuti for the shares of SBL on the said day. Further, the price at which the buy order was placed (₹33.35 per share) was 5% higher than the previous day's closing price indicating that it was part of a premeditated scheme to consistently move up the share price. The details of the above trade executed by Aahuti Mistry are given below: ORDER_DATE ORDER_TIME MEMBER_NAME RATE QTY BUY/SELL 02/05/2022 10:34:43 Aahuti Rasik 33.35 100000 Buy Mistry

226. The investigation also revealed that Manish Mishra was instrumental in getting connected entities to place a sell order to match the above buy order placed by Aahuti Mistry. At 10:39 AM on May 2, 2022, immediately after the above WhatsApp exchange with Ms. Mistry, Manish informed Subhash about the placing of the above buy order for 1,00,000 shares and asked the latter to manage the sell side of the order. The screenshot of the said WhatsApp exchange is reproduced below:

227. At 10:44 AM on May 2, 2022, Rakesh Gupta directed Peeyush Agrawal to place the corresponding sell order for 1,00,000 shares of SBL. The said screenshot is as under-

228. From the trade log of the said date, it was observed that subsequent to the above-mentioned communication, the promoters or connected entities namely Neha, High Spirits, Piyush, and Mohit placed sell orders for 1,00,000 shares and a significant portion of these orders matched with buy orders placed by Aahuti Mistry. The details of these trades are provided below: TRADE TRADE TRADE TRADE CP QTY RATE VALUE CLIENTNAME DATE ID TIME CLIENTNAME (IN Rs.) Paresh Dhirajlal 02/05/2022 3 11:15 2,27,714 Mohit Sarawagi 6,828 33.35 Shah Komal Bhaveshbhai 02/05/2022 4 11:15 33,350 Mohit Sarawagi 1,000 33.35 Patel 02/05/2022 5 11:15 33,350 Muskan Agarwal Mohit Sarawagi 1,000 33.35 02/05/2022 6 11:15 39,086 Ruchir Gupta Mohit Sarawagi 1,172 33.35 02/05/2022 7 11:15 828 27,614 Ruchir Gupta Neha Agrawal 33.35 02/05/2022 8 11:15 20 667 Bijender Kumar Neha Agrawal 33.35 Bhagyalaxmi 02/05/2022 9 11:15 20 667 Neha Agrawal 33.35 Mallick Santokben 02/05/2022 10 11:15 500 16,675 Neha Agrawal 33.35 Dahyabhai Patel 02/05/2022 11 11:15 61,131 Aahuti Rasik Mistry Neha Agrawal 1,833 33.35 02/05/2022 12 11:15 7,43,171 Aahuti Rasik Mistry Piyush Agarwal 22,284 33.35 High Spirits 02/05/2022 13 11:15 Aahuti Rasik Mistry Sales Agencies 64,515 33.35 21,51,575 Pvt Ltd Total 1,00,000

229. Given the above, I have no hesitation in holding that Aahuti Mistry was aware that Manish Mishra was manipulating the share prices of scrips including SBL. Further, she placed trades in SBL on the direction of Manish Mishra to take advantage of the price raise on account of the manipulative scheme run by him in SBL. Role of Arshad Hussain Warsi (Noticee 60), Maria Goretti Warsi (Noticee 61), and Iqbal Hussain Warsi (Noticee 62) 230. It is noted that Arshad Hussain Warsi in his statement recorded before SEBI on June 27, 2023, stated that apart from placing trades in his own account, he was also trading from the accounts of his wife (Noticee 61) and brother (Noticee 62). It is further noted from the submissions of Noticee 60 that Aahuti Mistry acted as the manager of Arshad Warsi.

231. It is alleged in the SCN that the aforesaid Noticees, during the Investigation Period, only traded in scrips which were being manipulated by Manish Mishra (Noticee 52). A summary of the trades executed by Noticee 60 to 62 during the Investigation Period is given in the Table below: Trades of Noticees 60, 61 and 62 during 01/01/2021 - 30/12/2022 Arshad Warsi VCU Management Ltd. Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell YouTube Date Clnt Name Contract Vol Value Vol Value videos Arshad Hussain VCU Data 21/06/2022 Warsi Management Ltd 46,000 9,93,600 - - 03/07/2022 Arshad Hussain VCU Data 12/07/2022 Warsi Management Ltd - - 46,000 20,37,800 Banas Finance Ltd. Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell Date Clnt Name Contract Vol Value Vol Value Arshad Hussain Banas Finance 23/08/2022 Warsi Ltd 1,00,000 21,20,000 - - 23/08/2022 Arshad Hussain Banas Finance 13/09/2022 Warsi Ltd - - 1,00,000 17,22,707

Sadhna Broadcast Ltd Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell Date Clnt Name Contract Vol Value Vol Value Arshad Hussain Sadhna 13/07/2022 Warsi Broadcast Ltd 3,29,050 39,74,924 - - 15/07/2022 Arshad Hussain Sadhna 03/08/2022 Warsi Broadcast Ltd - - 3,29,050 81,44,540 17/07/2022 Arshad Hussain Sadhna 02/09/2022 Warsi Broadcast Ltd 2,00,000 37,90,000 - - 28/07/2022 Arshad Hussain Sadhna 20/09/2022 Warsi Broadcast Ltd 2,10,000 39,20,000 - - 23/10/2022 Arshad Hussain Sadhna 21/09/2022 Warsi Broadcast Ltd - - 376 7,576 22/11/2022 Iqbal Warsi Banas Finance Ltd. Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell YouTube Date Clnt Name Contract Vol Value Vol Value videos Iqbal Hussain Banas Finance 23/08/2022 Warsi Ltd 1,00,000 21,20,000 - - Iqbal Hussain Banas Finance 15/09/2022 Warsi Ltd - - 1,00,000 17,19,054 23/08/2022 Sadhna Broadcast Ltd Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell Date Clnt Name Contract Vol Value Vol Value Iqbal Hussain Sadhna 13/07/2022 Warsi Broadcast Ltd 82,625 9,98,110 - - 15/07/2022

Iqbal Hussain Sadhna 03/08/2022 Warsi Broadcast Ltd - - 1 25 17/07/2022 Iqbal Hussain Sadhna 05/08/2022 Warsi Broadcast Ltd - - 82,624 22,59,766 28/07/2022 Iqbal Hussain Sadhna 20/09/2022 Warsi Broadcast Ltd 83,000 16,58,964 - - 23/10/2022 22/11/2022 Maria Goretti Warsi VCU Management Ltd. Clnt Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell YouTube Date Name Contract Vol Value Vol Value videos Maria VCU Data Goretti Management 21/06/2022 Warsi Ltd 46,000 9,93,600 - - 03/07/2022 Maria VCU Data Goretti Management 22/06/2022 Warsi Ltd 44,000 9,96,550 - - Maria VCU Data Goretti Management 12/07/2022 Warsi Ltd - - 90,000 39,87,000 Banas Finance Ltd. Clnt Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell Date Name Contract Vol Value Vol Value Maria Goretti Banas Finance 23/08/2022 Warsi Ltd 1,00,000 21,20,000 - - 23/08/2022 Maria Goretti Banas Finance 13/09/2022 Warsi Ltd - - 1,00,000 17,35,081 Sadhna Broadcast Ltd Clnt Sec Name/ Gr Buy Gr Buy Gr Sell Gr Sell Date Name Contract Vol Value Vol Value Maria Goretti Sadhna 13/07/2022 Warsi Broadcast Ltd 3,29,755 39,83,440 - - Maria Goretti Sadhna 03/08/2022 Warsi Broadcast Ltd - - 1 25 15/07/2022 Maria Goretti Sadhna 05/08/2022 Warsi Broadcast Ltd - - 3,29,754 90,18,772 17/07/2022 Maria Goretti Sadhna 02/09/2022 Warsi Broadcast Ltd 2,00,000 37,90,000 - - 28/07/2022 Maria Goretti Sadhna 20/09/2022 Warsi Broadcast Ltd 2,58,000 47,98,800 - - 23/10/2022 Maria Goretti Sadhna 21/09/2022 Warsi Broadcast Ltd - - 184 3,708 22/11/2022

232. It is noted from the WhatsApp chats between Manish Mishra and Arshad Warsi that Manish Mishra was proposing to transfer Rs. 25 Lakhs each in the bank accounts of Noticees 60, 61 and 62 and further informed Arshad Warsi that he would subsequently provide trade instructions to him. The said screenshot is as under-

233. It is further noted that the transfer of funds between Manish Mishra and Arshad Warsi was accompanied by instructions for trades given by the former. The following screenshot shows the same:

234. I note from the screenshot of Whatsapp Chat dated July 13, 2022 between Arshad Warsi and Manish Mishra that the orders placed on the said date from the account of Arshad Warsi for purchase of 3,29,050 shares, from the account of Noticee 61 for purchase of 3,29,755 shares, and from the account of Noticee 62 for purchase of 82,625 shares of SBL, at Rs. 12.08 per share, were under the express instructions of Manish Mishra. The following screenshot shows the same:

235. It is further noted from the screenshot of WhatsApp chats dated July 13, 2022, that Arshad Warsi had informed Manish Mishra that the order has been executed at the price of Rs. 12.08 per share from the accounts of Noticees 60, 61 and 62. Further, Manish Mishra was noted to be informing Arshad Warsi that he would soon get the order executed and call him.

236. The above WhatsApp exchange indicates that Arshad Warsi was aware that Manish Mishra was carrying out structured trades in the scrip. 237. The primary defence adopted by Noticees 60-63 before me is that they were new to the stock market and not aware about its nuances. Noticees submitted that they have been victims of the alleged fraud perpetrated by Manish Mishra and have incurred substantial loss on account of the trades directed by him. 238. I am, however, unable to accept the arguments put forth by the said Noticees given their pattern of trading and transfer of funds taken along with Whatsapp exchanges between Arshad Warsi and Manish Mishra, and between Arshad Warsi and Aahuti Rasik Mistry regarding trading in the scrips allegedly being manipulated by Manish Mishra. 239. For example, in a WhatsApp exchange between Arshad Warsi and Aahuti Mistry on December 1, 2022, Ms. Mistry informs Arshad Warsi that Manish Mishra manipulated the ‘backend’ of scrips which were being recommended by him. It may also be mentioned here that it has already been held in this Order that Ms. Mistry was aware of the manipulative designs of Manish Mishra and was a willing participant in the scheme with an expectation of making quick money. The screenshot of the aforesaid WhatsApp exchange between Noticees 60 and 63 is given below:

240. In view of the above, I find that Noticee 60 while trading from his account and from the accounts of Noticees 61 and 62 was instrumental in facilitating the creation of volumes in the scrip of SBL. By trading on the instructions of Manish Mishra, he aided and abetted Manish in executing his pump and dump scheme in the scrip of SBL, which adversely impacted the integrity of the securities market and the interest of investors. Role of Noticees 56-59 241. Ravindra Dahyabhai Patel (Noticee 59) submitted a settlement application under Securities and Exchange Board of India (Settlement Proceedings) Regulations 2018, and the proceedings initiated against Ravindra Dahyabhai Patel vide SCN dated January 9, 2024 were disposed of vide settlement order dated February 27, 2025. It is noted that in terms of Regulation 27 (2) of the Settlement Regulations, a settlement order issued by SEBI does not automatically conclude or affect other potential proceedings against Noticees related to the individual. 242. It is noted that Bhumikaben Patel (Noticee 56) is the wife of Ravindra Dahyabhai Patel, while Dahyabhai Patel (Noticee 57) and Santokben Dahyabhai Patel (Noticee 58) are his parents. 243. It is submitted by Noticee 56-58 that Ravindra Dahyabhai Patel was operating the demat accounts of Bhumikaben Patel, Dahyabhai Patel, and Santokben Dahyabhai Patel. 244. It is observed from the WhatsApp chats of Manish Mishra with Ravindra Dahyabhai Patel (mobile no. 9978965424) that on April 27, 2022, Manish was guiding Ravindra to buy shares of SBL by suggesting the price and the time of the order placement. The images of the said chats are provided below:

245. After the abovementioned chats, the buy orders were placed in the scrip of SBL from the trading accounts of Bhumikaben Patel and Dahyabhai Patel. The trades executed were as under: Trade CP Client Trade Date Trade Id Trade Time Qty Rate Value (In Client name name Rs.) Bhumikaben 27/04/2022 4 12:15:00.000047 1,460 28.80 42,048 Sachin Jain Patel Alka Bhumikaben 27/04/2022 5 12:15:00.000047 60 28.80 1,728 Murlidhar Patel Rewatkar Bhumikaben Sandhya 27/04/2022 6 12:15:00.000047 40 28.80 1,152 Patel Devi Bhumikaben Naresh 27/04/2022 7 12:15:00.000047 113 28.80 3,254 Patel Kumar Sapan Bhumikaben 27/04/2022 8 12:15:00.000047 2,354 28.80 67,795 Kumar Patel Agarwal Bhumikaben 27/04/2022 9 12:15:00.000047 210 28.80 6,048 Ramgopal Patel Bhumikaben 27/04/2022 10 12:15:00.000047 2,400 28.80 69,120 Nitin Sanghi Patel High Spirits Bhumikaben Sales 27/04/2022 11 12:15:00.000047 45,000 28.80 12,96,000 Patel Agencies Pvt Ltd Bhumikaben Ramesh 27/04/2022 12 12:15:00.000047 10,332 28.80 2,97,562 Patel Kumar Shah Bhumikaben 27/04/2022 13 12:15:00.000047 30,000 28.80 8,64,000 Kavita Shah Patel

Bhumikaben 27/04/2022 14 12:15:00.000047 2,500 28.80 72,000 Leasing And Patel Finance Ltd. Wessel Bhumikaben 27/04/2022 15 12:15:00.000047 15,531 28.80 4,47,293 Consultancy Patel Pvt Ltd Wessel Dahyabhai 27/04/2022 16 12:15:00.000047 20,000 28.80 5,76,000 Consultancy Patel Pvt Ltd

Trade CP Client Trade Date Trade Id Trade Time Qty Rate Value (In Client name name Rs.) Dahyabhai 27/04/2022 21 13:15:00.000053 1,260 28.90 36,414 Anita Goyal Patel Dahyabhai 27/04/2022 22 13:15:00.000053 2 28.90 58 Shirin Khan Patel Dahyabhai 27/04/2022 23 13:15:00.000053 10 28.90 289 Shweta Raje Patel High Spirits Dahyabhai Sales 27/04/2022 24 14:15:00.000046 4,000 28.90 1,15,600 Patel Agencies Pvt Ltd Dahyabhai 27/04/2022 25 14:15:00.000046 14,728 28.90 4,25,639 Kavita Shah Patel

246. The above buy trades of Bhumikaben Patel and Dahyabhai Patel contributed to 96% of the traded quantity for the day, as they bought 1,50,000 shares of the total 1,56,657 shares traded on April 27, 2022.

247. Further, it is observed from the WhatsApp Chat on May 9, 2022 between Manish Mishra and Ravindra Dahyabhai Patel that Manish asked Ravindra to sell 10 shares of SBL at market price. Subsequently, a sell order for 10 shares was placed from the trading account of Bhumikaben Patel. An image of the said chat is provided below:

248. It is further noted that Santokben Patel was one of the top positive LTP contributors during Patch 1 of the Investigation Period.

249. Given the above, I note that there is sufficient material of record to hold that the trades executed in the scrip of SBL in the accounts of Santokben Patel, Dahyabhai Patel and Bhumikaben Patel were made on the instructions of Manish Mishra and, therefore, they were also part of the scheme orchestrated by Manish Mishra to manipulate the shares of the Company.

250. The settlement amount paid by Ravindra Dahyabhai Patel included the profits allegedly made by his family members. Therefore, there will not be any separate order directing disgorgement of profits against the Noticees 56-58.

Role of Paresh Dhirajlal Shah (Noticee 64) 251. It is noted from records that Noticee 64 was the top positive LTP contributor during Patch 1 of the Investigation Period. Between April 28, 2022 and May 12, 2022, Paresh Dhirajlal Shah placed buy orders in the scrip of SBL on nine consecutive trading days, each time at a price that was 5% higher than the previous day's close. It was alleged in the SCN that due to the relatively low trading volume in the scrip during this period, the consistent placement of small orders—ranging from just 5 to 500 shares—was sufficient to push the scrip price up by the maximum permissible limit each day. As a result, the price of the scrip rose steeply by 45% over these nine sessions, climbing from ₹28.90 to ₹46.75. The details of these trades are set out in the table below:

Total Previous traded day Trade Trade Trade Qty of the Opening closing Value (In Date Time Qty day Price price Rs.) LTP % 28-04-22 10:15:00 15 15 30.3 28.9 454 5% 29-04-22 12:15:00 441 741 31.8 30.3 14,023 5% 02-05-22 10:15:00 100 1,58,967 33.35 31.8 3,335 5% 05-05-22 10:15:00 30 20,000 36.75 35 1,102 5% 06-05-22 10:15:00 5 32 38.55 36.75 192 5% 09-05-22 11:15:00 10 9 40.45 38.55 404 5% 10-05-22 10:15:00 100 168 42.45 40.45 4,245 5% 11-05-22 10:15:00 100 767 44.55 42.45 4,455 5% 12-05-22 10:15:00 100 1,431 46.75 44.55 4,675 5%

252. In response to the allegations made in the SCN, Noticee 64 submitted that he generally adopted a momentum-based trading strategy for executing trades. His approach, it was submitted, was based on identifying scrips displaying signs of upward momentum and entering positions accordingly. Noticee submitted that during the period from March 8, 2022 to November 30, 2022, he had traded in as many as 1,980 securities, and that his trades in the scrip of SBL accounted for only 0.53% of the total trade value executed by him during the said period. Noticee also placed emphasis on the fact that the SCN does not allege that he was part of the larger scheme to manipulate the share price of SCN.

253. Having considered the submissions made by the Noticee, I note that the SCN does not allege any connection between him and the promoters of the company or Manish Mishra. The Noticee appears to have been included in the proceedings on account of a pattern of trades executed by him during the Investigation Period. However, considering that no connection was found between him and other Noticees, I am inclined, in the given circumstances, to give Noticee 64 the benefit of doubt. This is particularly in view of the fact that his trading in the scrip was confined to a limited window and constituted only a small fraction of his overall trading activity. Accordingly, I do not propose to issue any adverse directions against the Noticee.

Computation of ill-gotten gains

254. I now proceed to examine the ill-gotten gains made by the Noticees through their involvement in the manipulation of the scrip of SBL. These gains have been computed using the First-In-First-Out (FIFO) method, with the cost of acquisition of the shares determined based on the closing price of the scrip as on March 4, 2022, i.e., the trading day immediately preceding the commencement of the investigation period.

255. A summary of the unlawful profits made by the respective Noticees, along with the names of those who are held jointly and severally liable for the disgorgement of such amounts, is provided in the table below:

Entities other than Sr. Sale Purchase the respective Name Profit No. consideration cost Noticee jointly and severally liable Noticees 2, 21 and 1 Gaurav Gupta 20,50,70,259 2,16,86,357 18,33,83,902 52 Rakesh Kumar - 2 - - - Gupta* Noticees 1, 2, 21 3 Shreya Gupta 3,75,97,240 47,83,008 3,28,14,232 and 52 Noticees 1, 2, 21 4 Saurabh Gupta 19,355 1,752 17,602 and 52 Noticees 1, 2, 21 5 Arpan Gupta 8,04,387 64,747 7,39,640 and 52 Sadhna Bio Oils Noticees 1, 2, 21 6 10,18,07,878 76,57,516 9,41,50,362 Pvt. Ltd. and 52 Virtual Business Noticees 1, 2, 21 7 2,87,08,523 35,41,027 2,51,67,496 Solution Pvt. Ltd. and 52 Varun Media Pvt Noticees 1, 2, 21 8 1,22,96,100 8,93,850 1,14,02,250 Ltd and 52 Naman - 9 - - - Broadcastings And Entities other than Sr. Sale Purchase the respective Name Profit No. consideration cost Noticee jointly and severally liable Telecommunicatio ns Pvt Ltd* Madhu Render Noticees 1, 2, 21 10 3,93,92,262 34,20,077 3,59,72,185 Singh and 52 Noticees 1, 2, 21 11 Sulabh Dikshit 1,68,99,517 18,93,900 1,50,05,617 and 52 12 Paras Shah* - - - - 13 Neha Aggarwal* - - - - 14 Vivek Kumar* - - - - Noticees 1, 2, 21 15 Pooja Aggarwal 1,57,83,663 8,44,697 1,49,38,966 and 52 Yogesh Kumar Noticees 1, 2, 21 16 1,52,74,149 19,64,700 1,33,09,449 Gupta and 52 Noticees 1, 2, 21 17 Magnesh Bala 1,35,47,300 17,70,000 1,17,77,300 and 52 Noticees 1, 2, 21 18 Rajshree Goel 5,62,74,671 57,25,950 5,05,48,721 and 52 Noticees 1, 2, 21 19 Sunil Goel 3,72,98,133 34,42,650 3,38,55,483 and 52 Noticees 1, 2, 21 20 Reena Goel 42,13,380 34,42,650 7,70,730 and 52 21 Subhash Agarwal* - - - - Bhim Singh Noticee 21 22 1,62,51,489 26,74,948 1,35,76,541 Chaudhary 23 Anshu Aggarwal 33,49,861 21,52,300 11,97,561 - 24 Renuka Aggarwal 44,79,806 23,76,644 21,03,162 - 25 Peeyush Agrawal* - - - - 26 Lokesh Shah* - - - - High Spirits Sales Noticee 25 and 26 27 36,35,845 20,47,784 15,88,061 Agencies Pvt Ltd 28 Neha Agarwal 7,89,153 2,15,958 5,73,196 Noticee 25 and 26 29 Piyush Agarwal 7,79,046 4,19,826 3,59,220 Noticee 25 and 26 30 Mohit Sarawgi 7,00,350 3,71,700 3,28,650 Noticee 25 and 26 31 Chinnu 13,97,961 3,44,584 10,53,378 Noticee 25 and 26 32 Nitin Sanghi 69,120 42,480 26,640 Noticee 25 and 26 33 Naresh Kumar 3,254 2,000 1,254 Noticee 25 and 26 34 SMR Leasing 72,000 44,250 27,750 Noticee 25 and 26 Sapan Kumar Noticee 25 and 26 35 67,795 41,666 26,129 Agarwal 36 Kavita Shah 34,50,274 15,16,961 19,33,313 Noticee 25 and 26 Wessel Noticee 25 and 26 37 Consultancy Pvt 15,41,957 9,18,842 6,23,115 Ltd. Ramesh Kumar Noticee 25 and 26 38 2,97,562 1,82,876 1,14,685 Shah Jatin Manubhai - 39 8,05,31,722 7,78,53,364 26,78,358 Shah 40 Heli Jatin Shah 1,64,58,201 1,57,28,744 7,29,457 Noticee 39 41 Daivik Jatin Shah* - - - - Karavan Tradelink Noticee 39 42 1,69,09,043 1,63,83,784 5,25,259 OPC Pvt Ltd 43 Angad Rathod 61,01,270 55,37,289 5,63,980 Noticee 39

Entities other than Sr. Sale Purchase the respective Name Profit No. consideration cost Noticee jointly and severally liable Sachinkumar Noticee 39 44 30,38,471 26,20,419 4,18,052 Bhagvandas Sahu Vijay Sureshbhai Noticee 39 45 1,03,94,121 79,08,700 24,85,421 Udhani 46 Ayushi Udhani 13,77,757 11,46,250 2,31,507 Noticee 39 47 Krunal Chavda 10,77,350 9,08,233 1,69,117 Noticee 39 49 Dipak Dwiwedi 10,87,34,408 10,45,46,600 41,87,808 Noticee 52 Mayank Kumar Noticee 52 50 52,36,013 30,98,408 21,37,605 Agarwal 51 Swati Agarwal 1,07,77,101 84,80,369 22,96,732 Noticee 52 52 Manish Mishra* - - - - 53 Vivek Chauhan 2,24,07,633 2,23,56,953 50,681 Noticee 52 54 Anshu Mishra* - - - - Purav Bharatbhai - 55 - - - Patel* Arshad Hussain Noticee 52 60 81,52,117 39,82,049 41,70,067 Warsi Maria Goretti Noticees 52 and 60 61 90,22,504 39,86,927 50,35,577 Warsi Iqbal Hussain Noticees 52 and 60 62 22,59,791 9,98,110 12,61,681 Warsi Aahuti Rasik Noticee 52 63 1,23,91,363 66,07,722 57,83,641 Mistry * These noticees have either not traded or did not earn significant profit while trading in the scrip.

256. As Rakesh Gupta, Gaurav Gupta along with Manish Mishra and Subhash Agarwal were noted to be the masterminds behind the entire operation, they have been made jointly and severally liable to disgorge the ill-gotten gains made by the promoter group entities. Similarly, Peeyush Agrawal, Lokesh Shah, Jatin Shah and Manish Mishra have also been made jointly and severally liable to disgorge the ill-gotten gains made by the entities connected to them.

257. Further, certain Noticees had contended that losses, actual or notional, should be set off against the gains made by them. I find no merit in the said contention as these are not business losses which are liable to be set off from profits made. They cannot be permitted to take advantage of their own wrong.

258. The conduct of all the Noticees, other than Noticees 14, 48, 59 and 64, in manipulating the share price of SBL is in violation of the provisions of Sections 12A(a), (b) and (c) of the SEBI Act, 1992 read with Regulations 3(a), (b), (c), (d), 4(1) and 4(2)(a), (d) and (e) of the PFUTP Regulations, 2003. Additionally, Noticee 52 has violated the provisions of Regulations 4(2) (k) and (r) of the PFUTP Regulations, 2003.

Monetary Penalty 259. The SCN has also contemplated directions under Sections 11(4A) and 11B(2) of the SEBI Act read with Rule 4 of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 (“Adjudication Rules, 1995”) imposing monetary penalty as stated in Section 15HA of the SEBI Act in respect of all the Noticees.

260. It would be, therefore, relevant to place hereunder the extracts of the appropriate penalty provisions for facility of reference:

Penalty for fraudulent and unfair trade practices. Section 15HA of SEBI Act, 1992: “If any person indulges in fraudulent and unfair trade practices relating to securities, he shall be liable to a penalty of twenty-five crore rupees or three times the amount of profits made out of such practices, whichever is higher.”

261. Upon a consideration of the aforementioned penalty provision, I find that Section 15HA of the SEBI Act has been invoked for fraudulent and unfair trade practices indulged by the Noticees. It has already been brought out that fraudulent and unfair trade practice, in this case the ‘pump and dump’ operation, was carried out by the Noticees. The preceding paragraphs of this Order contain findings in unequivocal terms demonstrating the role played by the Noticees. I, therefore, find that penalty under Section 15HA of the SEBI Act is clearly attracted.

262. It is relevant to mention here that for the imposition of penalty under the provisions of the SEBI Act, guidance is provided by Section 15J of the said Act. The said provision reads:

“Factors to be taken into account while adjudging quantum of penalty. 15J. While adjudging quantum of penalty under 15-I or section 11 or section 11B, the Board or the adjudicating officer shall have due regard to the following factors, namely: — (a) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the default; (b) the amount of loss caused to an investor or group of investors as a result of the default; (c) the repetitive nature of the default.

Explanation. —For the removal of doubts, it is clarified that the power to adjudge the quantum of penalty under sections 15A to 15E, clauses (b) and (c) of section 15F, 15G, 15H and 15HA shall be and shall always be deemed to have been exercised under the provisions of this section.”

263. Additionally, reference is made to the case of Adjudicating Officer, SEBI V. Bhavesh Pabari, 2 whereby the Supreme Court had held, “…if the penalty provisions are to be understood as not admitting of any exception or discretion and the penalty as prescribed in Section 15 A to Section 15 HA of the SEBI Act is to be mandatorily imposed in case of default/failure, Section 15 J of the SEBI Act would stand obliterated and eclipsed. Hence, the question referred. Sections 15 A(a) to 15 HA have to be read along with Section 15 J in a manner to avoid any inconsistency or repugnancy.”

264. In view of the above–mentioned facts, I will be considering the specific role played by each of the Noticees while considering the monetary penalties to be imposed against them.

265. The masterminds behind this whole operation were Noticees 1, 2 and 52. Subhash Aggarwal, who also happened to be a director of the RTA of SBL, acted as the go between Manish Mishra and the promoters. These Noticees, as can be noted from the Order, were the central characters who planned and executed the manipulative scheme.

266. Next come Peeyush Agarwal and Lokesh Shah who facilitated accounts controlled by them to be used for the manipulative designs of Manish Mishra and the promoters of SBL. The former was a dealer at Choice and the latter the owner of the Delhi franchise of the stockbroker. They were both vital cogs who facilitated large scale manipulation in the scrip. Similarly, Jatin Shah played a leading role in operationalizing the scheme.

267. The other Noticees, whose roles have been detailed in the Order facilitated the manipulative designs or were in it to make a quick buck. Penalties in such cases will be proportionate to their role in scheme and the profits made. Further, certain

2 (2019) SCC Online SC 294

Noticees have acted as information carriers or assisted in placing the manipulative trades, but not traded in the scrip from their own accounts. The penalty imposed in such cases will be commensurate with their role. Conclusion 268. The facts on record demonstrate that the promoters of SBL engaged the services of Manish Mishra through Subhash Agarwal. Simultaneously, the promoters also reached out to persons such as Peeyush Agarwal and Lokesh Shah, who were in control of entities holding significant shares in SBL. What followed was a carefully structured scheme executed in two coordinated phases. 269. In the first phase, connected and promoter-linked entities executed structured trades among themselves to steadily inflate the price of the scrip and create a false appearance of market interest. These trades—though often small in volume—had a disproportionate impact on price due to low liquidity, allowing the perpetrators to push the scrip upward with relatively minimal trading outlay. 270. Once the price had been sufficiently elevated, the second phase of the scheme was activated. Misleading and promotional videos were disseminated across YouTube channels such as Moneywise, The Advisor, and Profit Yatra, all operated by Manish Mishra.

These videos presented SBL as a promising investment opportunity and were timed to coincide with and amplify artificial market activity. The retail investor segment, drawn in by this coordinated push and the misleading perception of active demand, provided the exit liquidity the promoters needed. 271. Serendipitously, an editorial which appeared earlier this week in a major financial daily stated that “Far too many retail investors are in thrall of disingenuous finfluencers, many of snake-oil salesmen proportions. This, despite a series of steps taken by SEBI to curb unauthorized – and fraudulent – investment advice.” This is the reality investors grapple with on a daily basis. In this case the promoters of Sadhana Broadcast Limited (name now changed to Crystal Business System Limited, with effect from May 23, 2025) entered into a scheme with market operators to sell their own shares through a pump and dump scheme. The promoters who held 40.95% of the shareholding of the company as of March 2022 sold over 15% of their holding through the scheme as a result of which their shareholding came down to 25.58% as of December 2022. During the same period, the number of public shareholders increased from a mere 885 to 72,509.

The public shareholding, resultantly, went up from 59.05% as of March 2022 to 74.52% as on March 2023. 272. The moot point from what we have seen is the manner in which the promoters brought down their shareholding at the cost of innocent retail shareholders thereby making huge profits for themselves. A question that needs to be asked of the promoters is why would any promoter, in their right mind sell their holding if theirs was a well-managed and profitable company. The use of multiple YouTube channels to influence and mislead innocent investors in this case was well thought out by the perpetrators of the scheme / arrangement in connivance with the promoters. Such posts on social media would have led to emotional and spontaneous investment decisions. Not surprisingly, the number of retail investors jumped as a consequence thereof. In a way, the investors got caught in the crossfire and they only absorbed the liquidity on account of distribution of shareholding by the promoters. 273. The events narrated in this Order also paint a disturbing picture regarding the increasing use of social media platforms, which have immense reach and influence in the digital age, as tools for market manipulation.

Paid advertising campaigns are undertaken through such platforms to reach a wide audience. These platforms—while benefiting from massive advertising revenues—appear not to have taken proactive steps in curbing such deceptive content. Given the magnitude of public money at stake and the growing trend of retail investors relying on social media for investment advice, it is imperative that these companies take greater responsibility for the material they host and promote. Their algorithms and monetization models must not end up amplifying manipulation resulting in retail investors losing huge sums of money. 274. The overall conduct of the Noticees has revealed a classic pump-and-dump scheme. The price was systematically pushed upward through collusive trading, followed by aggressive promotional activity to draw in retail investors, and finally, a coordinated sell-off by the promoters. The retail investors, misled by this staged market activity, were left holding the shares at distorted valuations once the manipulators that included the promoters had exited. The shares of SBL (now Crystal Business System Limited) trade at around Rs. 2.60 per share against a peak of above Rs. 33 at the height of the pump phase.

The fact that the Company without changing its objects clause or stated business has changed its name is indicative of attempts made by the promoters to cover their tracks. 275. Such conduct strikes at the very heart of market integrity. It not only violates the provisions of the PFUTP Regulations, 2003, but also undermines investor trust in the fairness and transparency of the securities market. 276. This Order serves as a message that such manipulative practices by interested parties will be met with appropriate action. Investors are urged to exercise due diligence and caution, especially while investing in companies which see sudden spikes in prices without any attributable change in fundamentals. 277. In view of the pending CIRP proceedings against Varun Media Pvt. Ltd. (Noticee 8) and prevailing moratorium under Section 14 of the IBC, monetary penalty is not being imposed on Noticee 8 at this stage and the proceedings against the Company will be decided/ disposed of through a separate order by SEBI. However, direction for disgorgement shall be applicable against the said Noticee.

ORDER

278. In view of the aforesaid findings and having regard to the facts and circumstances of the matter, I, in exercise of the powers conferred upon me under Section 19 read with Sections 11(1), 11(4), 11(4A) and 11B read with Section 15I of the SEBI Act and Rule 5 of the Adjudication Rules, 1995, hereby direct as under:

a. Noticees 1, 2, 21, 25, 26, 39 and 52 are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of five (5) years from the date of this Order.

b. Noticees 3, 4-7, 9-13, 15-20, 22-24, 27-38, 40-47, 49-51, 53-58 and 60-63 are restrained from accessing the securities market and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of one (1) year from the date of this Order.

c. Noticees shall disgorge the amounts mentioned against their respective names in the Table under Para 255 above, along with simple interest at the rate of 12% per annum, calculated from the end of the Investigation Period till the date of actual payment.

d. The amount mentioned in paragraph 278(c) shall be remitted by the aforementioned Noticees to the Investor Protection and Education Fund (IPEF) referred to in Section 11(5) of the SEBI Act, within 45 (forty– five) days from the date of receipt of this Order. An intimation regarding the payment of said disgorgement amount directed to be paid herein, shall be sent to “The Division Chief, ISD-SEC 5, SEBI, SEBI Bhavan II, Plot no. C - 7, ‘G’ Block, Bandra Kurla Complex, Bandra (E), Mumbai–400 051”.

e. The following Noticees are hereby imposed with a monetary penalty under Section 15HA of the SEBI Act, as indicated in the Table below: Noticee Name of the Noticee Penalty No. 1. Gaurav Gupta 2,00,00,000 2. Rakesh Kumar Gupta 2,00,00,000 3. Shreya Gupta 25,00,000 4. Saurabh Gupta 25,00,000 5. Arpan Gupta 10,00,000 6. Sadhna Bio Oils Pvt. Ltd. 25,00,000 7. Virtual Business Solution Pvt. Ltd. 25,00,000 8. Varun Media Pvt Ltd No penalty 9. Naman Broadcastings And 25,00,000 Telecommunications Pvt Ltd

10. Madhu Render Singh 5,00,000 11. Sulabh Dikshit 5,00,000 12. Paras Shah 5,00,000 13. Neha Aggarwal 5,00,000 14. Vivek Kumar No Penalty 15. Pooja Aggarwal 10,00,000 16. Yogesh Kumar Gupta 5,00,000 17. Magnesh Bala 5,00,000 18. Rajshree Goel 5,00,000 19. Sunil Goel 10,00,000 20. Reena Goel 5,00,000 21. Subhash Agarwal 2,00,00,000 22. Bhim Singh Chaudhary 20,00,000 23. Anshu Aggarwal 5,00,000 24. Renuka Aggarwal 5,00,000 25. Peeyush Agrawal 2,00,00,000 26. Lokesh Shah 2,00,00,000 27. High Spirits Sales Agencies Pvt Ltd 5,00,000 28. Neha Agarwal 5,00,000 29. Piyush Agarwal 5,00,000 30. Mohit Sarawgi 5,00,000 31. Chinnu 5,00,000 32. Nitin Sanghi 5,00,000 33. Naresh Kumar 5,00,000 34. SMR Leasing 5,00,000 35. Sapan Kumar Agarwal 5,00,000 36. Kavita Shah 5,00,000 37. Wessel Consultancy Pvt Ltd. 5,00,000 38. Ramesh Kumar Shah 5,00,000

39. Jatin Manubhai Shah 1,00,00,000 40. Heli Jatin Shah 5,00,000 41. Daivik Jatin Shah 5,00,000 42. Karavan Tradelink OPC Pvt Ltd 5,00,000 43. Angad Rathod 5,00,000 44. Sachinkumar Bhagvandas Sahu 5,00,000 45. Vijay Sureshbhai Udhani 5,00,000 46. Ayushi Udhani 5,00,000 47. Krunal Chavda 5,00,000 48. Kishansinh Mansinh Rajput No Penalty 49. Dipak Dwiwedi 5,00,000 50. Mayank Kumar Agarwal 5,00,000 51. Swati Agarwal 5,00,000 52. Manish Mishra 5,00,00,000 53. Anshu Mishra 5,00,000 54. Purav Bharatbhai Patel 5,00,000 55. Vivek Chauhan 5,00,000 56. Bhumikaben Patel 5,00,000 57. Dahyabhai Patel 5,00,000 58. Santokben Dahyabhai Patel 5,00,000 59. Ravindra Dahyabhai Patel No Penalty 60. Arshad Hussain Warsi 5,00,000 61. Maria Goretti Warsi 5,00,000 62. Iqbal Hussain Warsi 5,00,000 63. Aahuti Rasik Mistry 5,00,000 64. Paresh Dhirajlal Shah No Penalty f. Noticees shall pay the monetary penalty imposed on them [amount mentioned in paragraph 278(e)] within a period of forty–five (45) days from the date of receipt of this Order.

g. Noticees shall pay the monetary penalty by online payment through following path on the SEBI website: www.sebi.gov.in/ENFORCEMENT → Orders → Orders of Chairman / Members → Click on PAY NOW. In case of any difficulties in payment of penalties, the Noticee may contact the support at portalhelp@sebi.gov.in.

h. The Noticees shall forward details of the online payment made in compliance with the directions contained in this Order to “The Division Chief, ISD-SEC 5, SEBI, SEBI Bhavan II, Plot no. C - 7, ‘G’ Block, Bandra Kurla Complex, Bandra (E), Mumbai–400 051” and also to e–mail id: tad@sebi.gov.in in the format given below:

1. CASE NAME: 2. NAME OF THE PAYEE: 3. DATE OF PAYMENT: 4. AMOUNT PAID: 5. TRANSACTION NO: 6. BANK DETAILS IN WHICH PAYMENT IS MADE: 7. PAYMENT IS MADE FOR:

i. For the purpose of complying with this Order, Banks shall permit transfer of the amounts frozen, if any, in the accounts of Noticees against whom direction for disgorgement has been issued.

j. Proceedings against Noticees 13, 48 and 64 are being disposed of without issuance of any directions.

279. This Order comes into force with immediate effect.

280. This Order shall be served on all the Noticees, Recognized Stock Exchanges, Depositories and Registrar and Share Transfer Agents and Banks to ensure necessary compliance.

Date: May 29, 2025 ASHWANI BHATIA Place: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA