SEBI finds no evidence Vinod Adani directed FPI investments in four Adani firms

Markets regulator SEBI has found that allegations of minimum public shareholding (MPS) violations involving four Adani group companies could not be established, saying there was no adequate evidence to show that Vinod Adani positively directed investment decisions of two foreign portfolio investors (FPIs).

SEBI, in an 81-page order, said the allegations that Vinod Adani controlled investments made by Emerging India Focus Funds (EIFF) and EM Resurgent Fund (EMR) in Adani Enterprises, Adani Power, Adani Ports and Special Economic Zone and Adani Transmission (now Adani Energy Solutions) were not established.

The regulator also said the allegation concerning the shareholding of Opal Investments in Adani Power was not established.

The proceedings related to allegations that the investments, which were disclosed as public shareholding, were in substance controlled by persons connected with the promoter group and therefore should have been treated as promoter shareholding. Such a treatment could have resulted in the companies falling below the 25% MPS requirement.

The probe focussed on the allegation that EIFF and EMR held shares in the four Adani group companies between June 2013 and June 2018 and that the investments were made at Vinod Adani's direction.

The show-cause notice had alleged an aggregate wrongful gain of about ₹1,983.97 crore through the investment structure. It also alleged that four underlying investors contributed substantially to the investments and that investment advice was provided through Excel Investment Advisory Services, which was alleged to be controlled by Vinod Adani.

However, in its final findings, SEBI said the investment advisory agreement between Excel and Global Macro Asset Management Ltd (GMAML), the investment manager of GOFL, specifically provided that the advice was non-binding and did not relate to Excel's group companies.

The regulator said its investigation did not produce evidence of advice contrary to those clauses or evidence demonstrating Vinod Adani's involvement in the investment decision-making process of the two FPIs.

"The investigation has not been able to prove that Mr. Vinod Adani controlled the decision of investment of two FPIs," SEBI Whole-Time Member Kamlesh Chandra Varshney said in the order.

SEBI also examined allegations concerning business and financial relationships involving Vinod Adani, Nasser Ali Shaban Ahli and Chang Chung-Ling. It said no evidence had been produced to show that Vinod Adani controlled Ahli or Ling and, through them, the investment decisions of the underlying investors.

"Merely based on business or financial relationship," the order said, it could not be held that Vinod Adani was in control of the entities.

The regulator said there was similarly no evidence of Vinod Adani positively directing management or policy decisions of the two FPIs. It also noted that there was no allegation that Vinod Adani was the source of financing for the investments.

Since the foundational allegation of effective control over the FPIs and Opal was not established, SEBI said the consequential MPS violation was also not established.

It further held that the allegation of violation of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations also did not survive.

"Once the allegation of MPS violation fails, the subsequent allegation invoking the PFUTP Regulations also does not survive," Sebi said.

The regulator, however, found that Nasser Ali Shaban Ahli and Chang Chung-Ling failed to furnish correct and complete information and imposed a monetary penalty of ₹20 lakh each.

The order said Chang Chung-Ling's denial of any relationship "points towards deliberate attempt to mislead investigation."

They have been given 45 days from receipt of the order to pay the penalty.

Adani Enterprises Ltd, Adani Power Ltd, Adani Ports and Special Economic Zone Ltd and Adani Energy Solutions Ltd, formerly Adani Transmission, along with Gautam Adani and 13 other directors, had separately settled the MPS proceedings without admission of guilt.

The settlement amount of Rs 1,48,20,000 was paid on August 26, 2026. SEBI said the settlement was not affected by Monday's order.

"Though MPS violation does not stand established, it was decided to allow the settlement to attain finality," the order said.

"Settlement of proceeding at sufficiently higher settlement price, without admission of guilt, serves important purpose of reducing litigation," it added.

SEBI began its investigation on October 23, 2020, following complaints received in June and July that year alleging violations of MPS requirements at Adani group companies.

A show-cause notice issued on September 27, 2024 alleged that EIFF and EMR held shares in four Adani group companies between June 2013 and June 2018 and were counted as public shareholders despite allegedly being controlled by Vinod Adani, a member of the promoter group.

A supplementary notice issued in March 2025 put the alleged wrongful gain at about ₹1,984 crore.

The allegations did not assert that Vinod Adani was the beneficial owner of the investments or that he had financed them.