SEBI Clears Vinod Adani, Others Of MPS, PFUTP Allegations In Four Adani Entities Case

The Securities and Exchange Board of India (SEBI) has cleared Vinod Adani and other parties of allegations that they violated minimum public shareholding (MPS) norms in relation to four Adani Group companies, holding that the allegations were not established.

The regulator also found that the allegations of fraudulent and unfair trade practices did not survive.

Separately, proceedings against four Adani Group companies and 14 individual directors, including group Chairman Gautam S. Adani, had been settled after they collectively paid ₹1.48 crore without admission of guilt.

SEBI, however, imposed a ₹20 lakh penalty each on Nasser Ali Shaban Ahli and Chang Chung-Ling for separate violations relating to information furnished during the investigation.

The order was passed by SEBI Whole Time Member Kamlesh Chandra Varshney in proceedings concerning Adani Enterprises Limited, Adani Power Limited, Adani Ports and Special Economic Zone Limited, and Adani Transmission Limited, now known as Adani Energy Solutions Limited.

The proceedings followed an investigation into whether shares held through Emerging India Focus Funds (EIFF) and EM Resurgent Fund (EMR), as well as shares held by Opal Investments Private Limited in Adani Power, should have been treated as promoter-group holdings.

SEBI had alleged that the investments were effectively controlled by persons forming part of or connected with the promoter group. If established, the shares could not have been counted as public shareholding for meeting the prescribed 25% minimum public shareholding requirement.

The allegation was not that the promoter group was the beneficial owner of the shares held in the names of the FPIs or Opal. Instead, the central question was whether Vinod Adani exercised effective control over the entities and their investment decisions.

SEBI examined whether Vinod Adani had directed the investment decisions of the two FPIs. It ultimately found that the investigation did not establish that he exercised such control.

The regulator also examined the alleged role of Ahli and Chung-Ling. The show-cause notice alleged that Ahli had provided financing to four underlying investors that subsequently invested in Adani Group companies through the two FPIs. The investigation also considered Chang's association with persons and entities involved in the alleged investment structure.

However, SEBI found no evidence showing that Vinod Adani controlled Ahli or Chang and, through them, the investment decisions of the four underlying investors. It held that the existence of business or financial relationships, by itself, could not establish control.

The regulator also noted that there was no allegation that Vinod Adani was the source of financing for the investments in the Adani Group companies. Since the foundational allegation of effective control over the FPIs and Opal was not established, SEBI held that the alleged MPS violation was also not established.

The PFUTP allegation consequently did not survive. SEBI also referred to the Supreme Court's ruling in the RIL matter and held that an MPS violation, by itself, would not automatically establish a fraudulent or manipulative act. The separate elements required for such a violation would have to be established.

On the separate information-related allegations, SEBI found that Ahli failed to furnish information sought during the investigation, while information furnished by Chang was found to be incorrect or incomplete. Ahli was held to have violated Section 11C(3) read with Section 15A(a) of the SEBI Act, while Chang was held to have violated Section 11(2)(ia) read with Section 15A(a).

While determining the penalty, SEBI found no evidence of disproportionate gain or unfair advantage to either individual or investor losses or repetitive violations. It nevertheless noted that the information sought was relevant to the investigation and that greater cooperation could have helped expedite the proceedings.

SEBI therefore imposed a ₹20 lakh penalty each on Ahli and Chang, directing them to make the payment within 45 days of receiving the order.

The final order, dated September 28, 2026, records that the MPS and PFUTP allegations in the show-cause proceedings were not established against the remaining noticees covered by the order