SEBI has cleared Adani Group of Hindenburg's stock manipulation allegations, granting major legal relief. Experts said the ruling reinforces SEBI’s authority in India, while strengthening Adani’s global position despite pending overseas litigation.
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The Securities and Exchange Board of India (SEBI) has given a clean chit to the Adani Group, dismissing allegations of stock manipulation raised in the Hindenburg Research report. On the Hindenburg allegations against Adani group companies, SEBI has said there was no violation of its rules. The regulator found that the transactions in question do not fall under the category of 'related party transactions' as claimed. After a detailed review, SEBI has closed the case against the Adani group without passing any order or penalty.
Adani Group vs Hindenburg Research
The matter relates to the Hindenburg Research report (dated January 24, 2023) that alleged certain Adani Group companies used Adicorp Enterprises Pvt. Ltd., Milestone Tradelinks Pvt. Ltd. and Rehvar Infrastructure Pvt. Ltd. as conduits to route funds to listed companies such as Adani Power Ltd. and Adani Enterprises Ltd.
Investigation findings
The investigation found that funds were moved as loans and later repaid with interest in several tranches. For example: Adani Ports & Special Economic Zone Ltd. (APSEZ) made loans to Adicorp Enterprises Pvt. Ltd., which in turn lent to Adani Power Ltd. Adani Power Ltd. repaid those loans to Adicorp, which then repaid APSEZ with interest. A similar pattern was found for loans routed through Milestone Tradelinks and Rehvar Infrastructure, which were subsequently repaid with interest to APSEZ.
Allegations considered
Complainants alleged these transactions were structured to conceal related-party dealings and to circumvent related-party rules under the Listing Agreement and SEBI (LODR) Regulations. Violations of PFUTP (Prohibition of Fraudulent and Unfair Trade Practices) provisions were also alleged.
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Legal conclusion
Vide orders dated 18 September 2025, the proceedings concluded with a key finding: the impugned transactions do not qualify as 'related party transactions' under the Listing Agreement or SEBI (LODR) Regulations as they stood at the time the transactions occurred. The order gives four main reasons in brief:
- A plain reading of the then-applicable rules showed transactions between a listed company and an unrelated party were not covered as 'related party transactions.'
- Even applying a 'substance over form' approach, the earlier definition did not extend to transactions between a listed company (or its subsidiary) and an unrelated party aimed at benefiting a related party.
- The 2021 amendment to the SEBI (LODR) Regulations expanded the definition of 'related party transaction,' but that amendment was prospective (effective from April 1, 2022, with a glide path to April 1, 2023) and could not be applied retrospectively to past transactions.
- SEBI's past precedents also supported the view that the pre-2021 definition did not include the wider scope introduced by the 2021 amendment.
On the basis above, the order concluded there was no violation of the Listing Agreement or SEBI (LODR) Regulations on the specific question of 'related party transactions' for the impugned transfers. The document records that loans were given and repaid with interest, and that the expanded scope of the 2021 LODR amendment could not be used to prosecute earlier transactions.
Experts said the move marks a major legal relief for the conglomerate and reinforces the regulator's authority within India’s jurisdiction. They added that while some litigation may continue overseas, SEBI’s order strengthens Adani’s legal standing and credibility at the global level.
To conclude in a layperson's terms, India's market regulator SEBI has dismissed Hindenburg Research's allegations of financial manipulation against the Adani Group. After reviewing fund transfers between group-linked companies, SEBI concluded the transactions did not break rules or qualify as related party deals. The proceedings were closed without any penalty.
