Market regulator Securities and Exchange Board of India (SEBI) has found that the central allegations against Vinod Adani in a long-running minimum public shareholding (MPS) case were not established, while Gautam Adani and four listed companies from the Adani group have separately settled related proceedings by paying ₹1.48 crore.
The two orders, both dated 28 September 2026, bring separate proceedings arising from SEBI’s investigation into the shareholding of Adani Enterprises Ltd (AEL), Adani Power Ltd (APL), Adani Ports and Special Economic Zone Ltd (APSEZ) and Adani Transmission Ltd, now known as Adani Energy Solutions Ltd.
In the final order covering Vinod Adani and other noticees, SEBI said it did not find sufficient evidence to establish that he (Vinod Adani) exercised effective control over two foreign portfolio investors (FPIs) — Emerging India Focus Funds (EIFF) and EM Resurgent Fund (EMR) — that held shares in the four companies of the Adani group.
In the order, Kamlesh Chandra Varshney, whole-time member (WTM) of SEBI, said, "Relying on various judgments of courts, it has been held that no evidence has been produced which can show that Vinod Adani controlled Nasser Ali Shaban Ahli or Chang Chung Ling and through them the investment decisions of four underlying investors. Merely based on business or financial relationship, it cannot be held that Vinod Adani is in control of all of them."
"...it has been held that there are no evidence of Vinod Adani positively directing management or policy decisions of the two FPIs. Similar finding has been recorded with respect to investment of Opal Investments Pvt Ltd (Opal) in Adani Power Ltd (APL). It is also observed that there is no allegation that source of financing of investments in the Adani group companies was Vinod Adani. If that had been the allegation and there was evidence to prove the same, the situation could have been different," SEBI said in the order.
The regulator had examined whether the holdings reported as public shareholding were, in substance, promoter-controlled holdings. Under MPS rules, listed companies are required to maintain at least 25% public shareholding.
No Evidence Establishing Vinod Adani’s Control
SEBI’s investigation centred on the allegation that investments by EIFF and EMR in the four Adani companies between June 2013 and June 2018 were not independent public investments but were effectively controlled by Vinod Adani.
The regulator examined a chain of entities and investment arrangements involving Global Opportunities Fund Ltd, Global Macro Asset Management Ltd and four underlying investors, Mid-East Ocean Trade & Investment Pvt Ltd (Mid-East), Gulf Asia Trade & Investment Ltd (Gulf Asia), Lingo Investment Ltd (Lingo) and Gulf Arij Trading FZE (Gulf Arij). The allegations also relied on business and financial relationships involving Vinod Adani, Mr Ahli and Mr Ling.
According to SEBI's show-cause notice (SCN), the investments of Gulf Asia, Lingo, Gulf Arij and Mid-East were ultimately funded by Mr Ahli through multiple layers of entities, while the investment advice for acquiring shares of the Adani group companies was provided by Excel Investment Advisory Services Ltd (Excel), which is alleged to be controlled by Vinod Adani. The SCN stated that Excel had entered into an investment advisory agreement with Global Macro Asset Management Ltd (GMAML), the investment manager of GOFL, under which Excel advised GMAML regarding investments relating to specified underlying investors. It is alleged that GMAML, in effect, merely implemented investment decisions communicated via Excel. "In a nutshell, the SCN alleges control of Vinod Adani over Excel and, through Excel, over the investments made by GOFL and the two FPIs in Adani group companies," the SEBI order says.
SEBI, however, concluded that the evidence did not establish the required element of positive and effective control.
The final order notes that there is no evidence showing that Vinod Adani had a legal or contractual right to determine how the funds were invested, nor was there sufficient evidence that he controlled Mr Ahli or Mr Chang and, through them, the investment decisions of the underlying investors.
“While the allegation was merely based on the existence of the agreement, it was seen that there are specific clauses in the advisory agreement which state that advice is non-binding and would not relate to group companies of Excel. The investigation also did not produce any evidence of any advice given by Excel contrary to these clauses. Further, it has been held that there is no evidence to demonstrate the involvement of Vinod Adani in the decision-making process of investments of the two FPIs in Adani group companies. Thus, it has been held that the investigation has not been able to prove that Vinod Adani controlled the decision of investment of two FPIs in Adani group of companies through Excel,” the order said.
The order also makes an important distinction between commercial or financial association and regulatory control. SEBI said business relationships, funding arrangements and other associations, without evidence that a person could positively direct management or policy decisions, were not enough to establish control.
The regulator concluded that the investigation had not produced sufficient evidence to prove that Vinod Adani controlled the investment decisions of the two FPIs through Excel. It similarly found no evidence that he controlled the relevant investment decisions through his alleged relationships with Mr Ahli and Mr Chang.
As a result, SEBI held that the foundational allegation of control over FPIs and Opal was not established. The consequential allegation of MPS violations, therefore, also failed. The regulator further said the allegations under the Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) Regulations did not survive once the MPS allegation was not established.
Ahli, Chang Fined ₹20 Lakh Each
The final order did not, however, completely end the matter for all noticees. SEBI found that Nasser Ali Shaban Ahli and Chang Chung-Ling had failed to furnish correct and complete information during the investigation. It imposed a monetary penalty of ₹20 lakh on each of them.
At the same time, SEBI specifically recorded that the allegations concerning MPS and PFUTP violations were not established against noticees 1 to 12, including Vinod Adani. No directions under the relevant provisions of the SEBI Act were therefore warranted against them on those allegations.
The penalties against Mr Ahli and Mr Chang relate to furnishing information and are separate from the MPS and PFUTP allegations that SEBI found had not been established. They have been given 45 days from receipt of the order to pay the penalties.
Gautam Adani and 4 Companies Settle
In a separate settlement order, SEBI closed proceedings against Adani Enterprises, Adani Power, APSEZ, and Adani Transmission, as well as Adani group chief Gautam Adani and 13 other individuals associated with the companies.
The settlement covers allegations that the companies and persons responsible for their affairs had failed to comply with minimum public shareholding (MPS) requirements under Rule 19A of the Securities Contracts (Regulation) Rules, the erstwhile Listing Agreement and SEBI’s Listing Obligations and Disclosure Requirements (LODR) Regulations.
The four companies and their directors agreed to settle the proceedings without admitting or denying the facts and conclusions of law.
SEBI’s settlement terms required ₹37.05 lakh from each of the four company groups, with the respective company and its named directors jointly and severally responsible for the amount. The four amounts together total ₹1.482 crore.
The settlement order makes clear that the applicants did not admit or deny the allegations. SEBI also said it would not initiate further enforcement action against the applicants for the violations alleged in those notices, subject to provisions allowing the settlement to be revisited in specified circumstances, such as false representations, breach of undertakings or a discrepancy in arriving at the settlement terms.
Investigation Began in 2020
The cases originated in complaints received by SEBI in June and July 2020 alleging that certain Adani group companies were not complying with the minimum public shareholding requirement.
Following a preliminary examination, SEBI began its investigation on 23 October 2020. The core issue was whether certain holdings reported as public shareholding should instead have been treated as promoter or promoter-group holdings because of alleged control over the investors holding the shares.
SEBI’s final order ultimately rejected that foundational link for want of sufficient evidence. The regulator said the material on record did not establish that Vinod Adani positively directed the management or policy decisions of the FPIs or Opal.
That finding meant the regulator did not uphold the alleged MPS violation against the relevant noticees and consequently did not proceed with the related PFUTP allegations.
You may also want to read…
