The Securities and Exchange Board of India has concluded that its investigation did not establish that Vinod Adani controlled the investment decisions of two foreign portfolio investors that held shares in Adani Group companies.
The Securities and Exchange Board of India (SEBI) has dropped minimum public shareholding and related fraud allegations against Vinod Adani and 11 other noticees after concluding that there was insufficient evidence to establish that he controlled the investment decisions of two offshore funds.
In its September 28, 2026 final order, SEBI Whole-Time Member Kamlesh Chandra Varshney said the investigation did not establish that Vinod Adani directed the investment decisions of Emerging India Focus Funds (EIFF) and EM Resurgent Fund (EMR).
The regulator also said it could not establish that Vinod Adani controlled investment decisions involving Opal Investments’ holding in Adani Power Ltd.
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Add INDYASTORY on Google“The investigation has not been able to prove that Mr. Vinod Adani controlled the decision of investment of two FPIs,” Varshney said in the order.
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What was the SEBI case about?
The proceedings centred on India’s minimum public shareholding (MPS) requirements.
Listed companies are generally required to maintain at least 25% public shareholding. The regulatory issue in this case was whether shares formally held by public shareholders should instead have been treated as promoter or promoter-group holdings because they were allegedly beneficially owned or controlled by a promoter-group member.
SEBI said the allegation was not that Vinod Adani or the promoter group was the beneficial owner of the shares held in the names of EIFF, EMR or Opal.
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Instead, the allegation was that Vinod Adani exercised control over those holdings by directing the investment decisions.
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Add INDYASTORY on GoogleThe regulator ultimately found that the available evidence did not establish that form of control.
SEBI says control cannot be inferred from relationships alone
A central issue in the order was the meaning of de facto control.
SEBI said control must be supported by evidence showing that an individual positively directs management or policy decisions.
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Add INDYASTORY on GoogleThe regulator said a person’s business or financial relationships with investors or entities, without additional evidence demonstrating actual control, would not by themselves establish control.
“Merely based on business or financial relationship, it cannot be held that Mr. Vinod Adani is in control of all of them,” the order stated.
SEBI also said it found no evidence establishing that Vinod Adani controlled Nasser Ali Shaban Ahli or Chang Chung-Ling and, through them, controlled investment decisions involving the underlying investors.
Role of Excel Investment Advisory Services examined
The investigation also examined the role of Excel Investment Advisory Services Ltd, which was alleged to be controlled by Vinod Adani.
According to the proceedings, Excel had an investment advisory agreement with Global Macro Asset Management Ltd (GMAML), the investment manager of Global Opportunities Fund Ltd (GOFL).
GOFL served as the participating redeemable shareholder of EIFF-Class J and EMR.
The allegations suggested that investment decisions concerning Adani Group companies were communicated through Excel and implemented by GMAML.
SEBI, however, found that the advisory agreement did not establish that Vinod Adani controlled the investment decisions of the two FPIs.
The regulator noted that the agreement described the advice as non-binding and contained provisions limiting its scope. SEBI also said its investigation had not found evidence that Excel provided advice contrary to those provisions.
The regulator further said the investigation did not establish Vinod Adani’s involvement in the actual investment decisions of EIFF and EMR.
MPS allegation not established
Based on the evidence before it, SEBI concluded that the alleged MPS violation had not been established.
The order said there was inadequate evidence showing that Vinod Adani had positively directed the management or policy decisions of the investors that held shares in Adani Group companies.
As a result, the related allegations under the Prevention of Fraudulent and Unfair Trade Practices (PFUTP) Regulations also did not survive.
SEBI stated that once the MPS allegation was not established, the subsequent PFUTP allegation could not proceed on that basis.
Two individuals fined ₹20 lakh each
Although the main MPS and PFUTP allegations were not established against the relevant noticees, SEBI imposed penalties on Nasser Ali Shaban Ahli and Chang Chung-Ling.
Each was ordered to pay a penalty of ₹20 lakh for failing to provide what SEBI determined was correct and complete information.
The regulator did not hold Tejal Ramanlal Desai liable for the same charge.
The penalties are required to be paid within 45 days of receipt of the order.
SEBI’s order also criticised the information provided during the investigation. In relation to Chang Chung-Ling, the regulator said his denial of a relationship pointed towards an attempt to mislead the investigation.
The regulator also stated that greater cooperation from the noticees could have helped expedite the proceedings.
Earlier settlement remains separate
The latest order does not affect a separate settlement involving several Adani Group entities and individuals.
Adani Enterprises Ltd, Adani Power Ltd, Adani Ports and Special Economic Zone Ltd and Adani Energy Solutions Ltd, formerly known as Adani Transmission, along with Gautam Adani and 13 other directors, had separately settled MPS proceedings without admitting guilt.
The settlement amount of ₹1,48,20,000 was paid on August 26, 2026, according to SEBI’s order.
The regulator said the settlement would continue to remain effective despite the findings in the latest order.
SEBI explained that although the MPS violation was not established in the proceedings covered by the September 28 order, it had decided to allow the separate settlement to attain finality.
Investigation began in 2020
SEBI said its investigation began on October 23, 2020, following complaints received in June and July that year concerning alleged MPS violations at Adani Group companies.
A show-cause notice issued on September 27, 2024 alleged that EIFF and EMR had held shares in four Adani Group companies between June 2013 and June 2018.
The allegation was that the funds were treated as public shareholders despite allegedly being controlled by Vinod Adani, who was identified as a member of the promoter group.
A supplementary notice issued in March 2025 put the alleged wrongful gain at approximately ₹1,984 crore.
Importantly, the allegations did not claim that Vinod Adani was the beneficial owner of the investments or that he had financed them.
SEBI’s final order concluded that the evidence did not establish the alleged control.
Findings also cover Opal Investments
The regulator reached a similar conclusion regarding allegations concerning Opal Investments’ holding in Adani Power.
SEBI said the investigation did not establish that Vinod Adani controlled the relevant investment decisions.
As a result, the enforcement directions sought in relation to the MPS and PFUTP allegations were not warranted against the relevant noticees.
What SEBI’s order means
The September 28 order resolves the specific allegations covered by the proceedings against the relevant noticees.
SEBI’s finding was based on the evidence available in its investigation and its assessment of whether that evidence established actual control over investment decisions.
The order does not amount to a finding that all earlier allegations were established; rather, the regulator concluded that the evidence did not meet the basis required to establish the alleged MPS and PFUTP violations against the relevant noticees.
The separate settlement involving other Adani Group entities and individuals remains distinct from the findings in this order.
Key details at a glance
| Detail | Information |
|---|---|
| Regulator | Securities and Exchange Board of India |
| Order date | September 28, 2026 |
| Whole-Time Member | Kamlesh Chandra Varshney |
| Main issue | Minimum public shareholding and alleged control of FPIs |
| FPIs examined | EIFF and EMR |
| Vinod Adani finding | Alleged control not established |
| Related PFUTP allegation | Not established on the basis of the MPS allegation |
| Penalty on Nasser Ali Shaban Ahli | ₹20 lakh |
| Penalty on Chang Chung-Ling | ₹20 lakh |
| Investigation started | October 23, 2020 |
| Alleged period of FPI holdings | June 2013-June 2018 |
| Alleged wrongful gain in supplementary notice | About ₹1,984 crore |
| Separate settlement amount | ₹1.482 crore |
| Separate settlement date | August 26, 2026 |
Bottom line
SEBI’s September 28 order found that the investigation did not establish that Vinod Adani controlled the investment decisions of EIFF and EMR, or that he controlled the relevant investment decision involving Opal Investments and Adani Power.
Consequently, the MPS and related PFUTP allegations covered by the order were not established against the relevant noticees. Separate penalties were imposed on two individuals for information-related violations, while an earlier settlement involving other Adani Group entities and individuals remains in effect.
