SEBI Settles Proceedings Against Five Adani Group Firms Over Disclosure, Audit Lapses [Read Order]

New Delhi: The Securities and Exchange Board of India has passed a settlement order disposing of adjudication proceedings against five Adani Group companies, after accepting settlement terms and confirming receipt of a total settlement amount of over Rs. 1.5 crore from the applicants, for alleged violations relating to related-party transaction disclosures and the appointment of auditors without valid peer review certificates.

The Adjudicating Officer was inquiring into show cause notices issued on February 15, 2024 to Adani Enterprises Ltd., Adani Total Gas Ltd., AWL Agri Business Ltd. (formerly Adani Wilmar Ltd.), Adani Green Energy Ltd., and Adani Energy Solutions Ltd. (formerly Adani Transmission Ltd.), arising out of a SEBI examination into related party transaction disclosures and corporate governance issues flagged in the Hindenburg Report concerning the Adani group of companies.

The allegations against Adani Enterprises Ltd. included non-disclosure of related party transactions between its subsidiary, Adani Estates Private Limited, and a related party, Vakoder Investment Ltd., in its FY13 annual report, as well as the signing of its statutory audit and limited review reports by auditors who did not hold a valid Peer Review Certificate at the relevant time. Similar allegations regarding limited review reports signed without a valid Peer Review Certificate were made against Adani Total Gas Ltd., AWL Agri Business Ltd., Adani Green Energy Ltd. and Adani Energy Solutions Ltd.

Pending adjudication, the applicants proposed to settle the proceedings without admitting or denying the findings, under the SEBI (Settlement Proceedings) Regulations, 2018. Following meetings with SEBI's Internal Committee and revised settlement terms proposed by the applicants in May 2026, the High Powered Advisory Committee recommended settlement amounts of Rs. 76,05,000 for Adani Enterprises Ltd., Rs. 45,50,000 for Adani Green Energy Ltd., and Rs. 9,75,000 each for Adani Total Gas Ltd., AWL Agri Business Ltd. and Adani Energy Solutions Ltd.

The recommendations were accepted by the Panel of Whole Time Members on August 13, 2026, following which a notice of demand was issued to the applicants. The applicants remitted the settlement amounts, and SEBI confirmed receipt of the same before disposing of the proceedings.

The Adjudicating Officer accordingly disposed of the adjudication proceedings under section 15JB of the SEBI Act and section 23JA of the SCRA read with regulation 23(1) of the Settlement Regulations, while clarifying that the order would not affect SEBI's right to restore or initiate proceedings if any representation made by the applicants is later found untrue, if the applicants breach any undertaking, or if a discrepancy is found in the settlement terms.

Case Title: In the matter of Adani Group Companies, Settlement Order No. SO/JS/RJ/2026-27/7795-7799

[Read Order]