SEBI clears Vinod Adani and settles Gautam Adani in MPS violations case

The Securities and Exchange Board of India (SEBI) has cleared Vinod Adani, elder brother of Adani Group chairman Gautam Adani, of allegations relating to violation of minimum public shareholding (MPS) norms and Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) regulations.In its final order released on September 28, 2026, SEBI said the “foundational allegations” of effective control by Vinod Adani over two foreign portfolio investors (FPIs) and Opal Investment Pvt Ltd were not established. Consequently, the regulator did not uphold the allegation that the MPS requirements of listed Adani Group companies had been violated.The case involved allegations against 30 noticees, including individuals, foreign investment funds and Adani Group entities. The primary charge was that Vinod Adani exercised control over investments made by two FPIs — Excel Investment and Global Opportunities Management Ltd (GMAML) — in three Adani Group companies: Adani Enterprises, Adani Power and Adani Ports and Special Economic Zone.The allegation was that this investment was in violation of SEBI regulations which do not allow promoters to hold more than 25% in listed entities.Rejecting the charge, SEBI observed that the role played by Vinod Adani in relation to the two FPIs was advisory in nature and based on non-binding agreements. The regulator concluded that such advisory arrangements did not establish control over investment decisions.SEBI also examined allegations involving Vinod Adani’s business relationships with Nasser Ali Shaban Ahli and Chang Chung Ling, who were accused of acting as channels for investments into Adani Group companies. The regulator held that a business or financial relationship alone cannot establish control.Applying the legal definition of “control”, SEBI said that establishing “de facto” control over an FPI’s investment decisions would require evidence that the alleged controller had the right to appoint directors or directly influence management or policy decisions of the investor entities.“Thus it has been held that violation of MPS requirement is not established for the lack of adequate evidences of positively directing management or policy decision of investors in Adani Group Companies,” said SEBI.However, SEBI imposed a penalty of ₹20 lakh each on Nasser Ali Shaban Ahli and Chang Chung Ling for failing to provide complete and accurate information during the proceedings.Separately, SEBI settled the alleged MPS violations involving 18 noticees named in the order. The settlement included Adani Group chairman Gautam Adani, managing director Rajesh Adani, and four listed entities — Adani Enterprises, Adani Transmission, Adani Power and Adani Ports and Special Economic Zone.The four companies agreed to pay a settlement amount of ₹37 lakh each, jointly borne by their directors, without admitting or denying the allegations. Published - September 28, 2026 10:21 pm IST