Key Points
- SEBI has officially cleared the Adani Group and its Chairman Gautam Adani of all allegations made by Hindenburg Research in its January 24, 2023 report.
- No violations found: The regulator concluded that the transactions were legitimate commercial dealings and did not constitute related-party transactions under the regulations applicable at that time.
- All proceedings disposed: SEBI has closed cases against Adani Ports, Adani Power, Adani Enterprises, Gautam Adani, Rajesh Adani, and Group CFO Jugeshinder Singh without any penalty.
- Legal technicality: The definition of related-party transactions was only broadened in 2021 amendments with effect from April 1, 2023, making retrospective application legally invalid.
- Loans fully repaid: All alleged undisclosed loans totaling ₹6.2 billion were found to be genuine commercial transactions that were fully repaid with interest.
New Delhi: The Securities and Exchange Board of India (SEBI) has officially closed all proceedings against the Adani Group and its key executives, delivering a comprehensive vindication for billionaire Gautam Adani in the high-profile case initiated by Hindenburg Research’s damaging January 2023 report. In a final order dated September 18, 2025, SEBI concluded that the allegations were “not established” and disposed of all cases without any punitive directions.
The market regulator’s investigation, spanning financial years 2018-19 to 2022-23, examined allegations that Adani Group companies used intermediary entities Milestone Tradelinks Pvt. Ltd. (MTPL) and Rehvar Infrastructure Pvt. Ltd. (RIPL) as “conduits” to facilitate undisclosed related-party transactions worth ₹6.2 billion ($87.4 million). The entities under scrutiny included Adani Ports & Special Economic Zone, Adani Power, Adani Enterprises, along with Gautam Adani, Rajesh Adani, and Group CFO Jugeshinder Singh.
Legal Technicality Proves Decisive
SEBI’s ruling hinged on a crucial legal interpretation regarding the definition of related-party transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The regulator accepted the Adani Group’s primary defense that the transactions were not “related-party transactions” under the un-amended LODR regulations as they existed during the investigation period.
The Whole Time Member of SEBI, Kamlesh Varshney, affirmed that the doctrine of “substance over form” could not be applied to override explicit regulatory provisions. Critically, the definition of related-party transactions was only broadened in 2021 amendments that took effect from April 1, 2023, making any retrospective application legally impermissible. The Supreme Court had previously reviewed and accepted an Expert Committee’s findings that these 2021 amendments were prospective in nature.
Commercial Transactions Validated
SEBI’s investigation found that the alleged loans were genuine commercial transactions conducted in the normal course of business. Detailed evidence showed that all loan amounts, including both principal and interest, were fully repaid within the investigation period. The regulator noted that while aggregate loan amounts appeared substantial, the maximum outstanding amount at any given time was much lower, indicating regular fund rotation.
The order specifically stated: “No funds were siphoned off, and there was no evidence of fraud or unfair trade practices”. Consequently, allegations of fraudulent conduct under the Prohibition of Fraudulent and Unfair Trade Practices (PFUTP) Regulations were also dismissed. This comprehensive clearance brings closure to one of the most significant regulatory challenges faced by the Adani Group following Hindenburg’s explosive January 2023 report that alleged “the largest corporate fraud in history”.
