Adani Group firms settle SEBI case for Rs 1.48 crore over alleged MPS violations

Four Adani Group companies and 14 individuals, including Gautam Adani, have settled proceedings with the Securities and Exchange Board of India (SEBI) over alleged violations of minimum public shareholding (MPS) norms, paying a combined settlement amount of Rs 1.48 crore without admitting guilt.

The companies covered by the settlement are Adani Enterprises Ltd (AEL), Adani Power Ltd (APL), Adani Ports and Special Economic Zone Ltd (APSEZ) and Adani Transmission Ltd, now known as Adani Energy Solutions Ltd.

The settlement also covers 14 individuals who were directors of the companies, including Gautam Adani, Rajesh Adani and Pranav Vinod Adani.

According to SEBI's final order dated September 28, the four companies and 14 individuals had applied to settle the proceedings. The settlement was approved by a panel of SEBI whole-time members and the entities collectively paid Rs 1,48,20,000 on August 26, 2026.

The settlement is significant because SEBI's final adjudication ultimately found that the central allegation of violation of MPS norms was not established. However, the regulator said the entities had voluntarily chosen to settle the allegations without admission of guilt, and their settlement had already attained finality before the final order was passed.

SEBI's case originated from complaints received in June and July 2020 alleging non-compliance with MPS requirements by certain Adani Group companies. An investigation was initiated in October 2020, followed by a show-cause notice in September 2024 and a supplementary notice in March 2025.

Under the rules, listed companies are required to maintain at least 25% public shareholding. SEBI's show-cause notice alleged that investments made by foreign portfolio investors Emerging India Focus Funds and EM Resurgent Fund in AEL, APL, APSEZ and Adani Transmission between June 2013 and June 2018 were not genuinely independent public shareholdings.

The regulator had alleged that the investments were controlled by Vinod Adani, who was considered part of the promoter group, and therefore should have been classified as promoter rather than public shareholding. The notice also examined Opal Investments' holding in Adani Power and alleged that promoter-controlled holdings had been shown as public shareholding.

However, SEBI Whole Time Member Kamlesh Chandra Varshney concluded that there was insufficient evidence to establish that Vinod Adani exercised effective control over the investment decisions of the two FPIs or Opal.

Consequently, the alleged MPS violations were not established, and the related allegations under the Prohibition of Fraudulent and Unfair Trade Practices regulations also did not survive.

"The allegations regarding violation of MPS norms and PFUTP Regulations contained in the SCN have not been established against Noticees no. 1 to 12," the order states.