Adani shareholding case: Sebi says charges against Vinod Adani not proved; 2 individuals fined ₹20 lakh each
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The Securities and Exchanges Board of India (Sebi) has found that allegations that shares held by two foreign portfolio investors (FPIs) in four Adani Group companies were actually promoter-group holdings, rather than public shareholding, were not established.
The regulator also did not establish related allegations of fraudulent and unfair trade practices. However, Sebi imposed a ₹20 lakh penalty each on Nasser Ali Shaban Ahli and Chang Chung-Ling for failing to furnish correct and complete information during its investigation.
What was Sebi investigating?
The case goes back to complaints received by Sebi in June and July 2020, following which the regulator began an investigation on October 23, 2020. It later issued a show-cause notice in September 2024 and a supplementary notice in March 2025.
It essentially revolves around the minimum public shareholding (MPS) requirement, under which listed companies are required to maintain at least 25% public shareholding.
Sebi had alleged that holdings of two FPIs—Emerging India Focus Funds (EIFF) and EM Resurgent Fund (EMR)—in Adani Enterprises, Adani Power, Adani Ports and SEZ and Adani Transmission, now Adani Energy Solutions, were not genuinely public shareholding.
The regulator alleged that the two FPIs were effectively controlled by promoter-linked interests and that their holdings should therefore have been treated as promoter-group shareholding.
Sebi also examined the 8.91% stake held by Opal Investments in Adani Power, alleging that it too was effectively controlled by people connected to the promoter group.
Sebi says evidence was not enough to establish control
A key question before Sebi was whether Vinod Adani had control over the investment decisions of the two FPIs.
The order examined the relationship between Vinod Adani, the Asankhya Resources Family Trust, Excel Investment Advisory Services and other entities linked to the investment structure.
Sebi found that Vinod Adani had legal control over the trust and, through it, Excel. However, it said this did not establish that he controlled the investment decisions of the two FPIs.
The order said there was no evidence showing that Vinod Adani had positively directed the management or policy decisions of the FPIs or their investments in Adani Group companies. It also said that business or financial relationships with other individuals involved in the investment structure, by themselves, could not establish such control.
With the foundational allegation of effective control not established, Sebi said the consequential allegation that the relevant holdings violated MPS requirements also did not stand.
The related allegations under the Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) Regulations were also not established. Sebi said the investigation had not established the necessary fraudulent or manipulative conduct, while the alleged wrongful gains also did not stand established.
Two individuals fined ₹20 lakh each
While the main MPS and PFUTP allegations were not established, Sebi found violations relating to the furnishing of information.
It imposed a ₹20 lakh penalty on Nasser Ali Shaban Ahli and another ₹20 lakh penalty on Chang Chung-Ling for failing to furnish correct and complete information during the investigation. Tejal Ramanlal Desai was not penalised on this count.
The two individuals have been directed to pay the penalties within 45 days of receiving the order.