Five companies from the Adani group, including Adani Enterprises Ltd (AEL) agreed to pay ₹1.50 crore to Securities and Exchange Board of India (SEBI) to settle alleged violations of listing and disclosure requirements. The
settlement order, passed on 22 September 2026, relates to proceedings arising from SEBI's examination of allegations concerning related-party transactions (RPTs) and corporate governance issues highlighted in the Hindenburg Research report.
Companies that paid the settlement amount to SEBI included: Adani Enterprises, Adani Total Gas Ltd (ATGL), AWL Agri Business Ltd (formerly known as Adani Wilmar Ltd), Adani Green Energy Ltd (AGEL), and Adani Energy Solutions Ltd (formerly known as Adani Transmission Ltd).
According to the SEBI order, the proceedings were initiated following an examination into alleged violations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and provisions of the erstwhile Listing Agreement.
The proceedings also involved issues relating to audit and limited review reports signed by audit firms that, according to SEBI's allegations, lacked valid Peer Review Certificates at the relevant time.
The regulator's examination covered seven Adani group companies, including Adani Ports and Special Economic Zone Ltd and Adani Power Ltd. However, the settlement order concerns five companies. For Adani Enterprises, SEBI had alleged three separate sets of violations.
The first relates to the alleged non-disclosure of related-party transactions between Adani Estates Pvt Ltd, a subsidiary of AEL, and Vakoder Investment Ltd, a related party of AEL. SEBI alleged that these transactions were not disclosed in AEL's annual report for the financial year (FY)12-13 as required under the applicable accounting standard.
The second concerned AEL's audit report for the financial year ended March 2015 and its limited review report for the quarter ended June 2015. SEBI alleged that these reports were signed by Dharmesh Parikh & Co LLP without the audit firm holding a valid peer review certificate.
The third allegation against AEL concerned limited review reports for the quarters ended June 2017, September 2017 and December 2021. These reports were signed by Shah Dhandharia & Co LLP, which, according to SEBI's proceedings, did not hold a valid peer review certificate at the relevant time.
Adani Total Gas and AWL Agri Business were proceeded against for limited review reports for the quarter ended December 2021, which were signed by Shah Dhandharia & Co without a valid Peer Review Certificate, according to the order.
In the case of Adani Green Energy, SEBI alleged that the company's audit report for the financial year ended March 2019 and limited review reports for the quarters ended September 2018, December 2018 and June 2019 were signed by Dharmesh Parikh & Co without a valid peer review certificate.
Adani Energy Solutions faced proceedings concerning its limited review report for the quarter ended June 2015. SEBI alleged that the report was signed by Dharmesh Parikh & Co without a valid peer review certificate.
The companies sought to settle the proceedings without admitting or denying the findings of fact and conclusions of law, as recorded in the SEBI order.
The settlement applications were filed under the SEBI (Settlement Proceedings) Regulations, 2018. The order states that the applicants held meetings with SEBI's Internal Committee on 6 August 2024, 9 October 2024 and 11 May 2026. Following these discussions, the companies submitted revised settlement terms to SEBI on 29 May 2026.
SEBI's high-powered advisory committee (HPAC) considered the proposed terms at its meeting on 29 June 2026 and recommended the settlement amounts. The recommendations were subsequently accepted by SEBI's panel of whole-time members (WTMs) on 13 August 2026.
SEBI issued notices of demand to the companies on 20 August 20026. The companies informed the regulator on 5 September 2026 that they had remitted the settlement amounts. The order records that SEBI received the amounts.
With the settlement terms accepted and the money received, the adjudicating officer disposed of the proceedings initiated through a show-cause notice dated 15 February 2024.
Importantly, the settlement does not amount to an admission by the companies of the alleged violations. SEBI's order specifically records that the applicants proposed to settle the proceedings without admitting or denying the findings of fact and conclusions of law.
The order also makes clear that SEBI retains enforcement powers under the Settlement Regulations. The regulator said it can restore or initiate proceedings covered by the settlement if any representation made by the applicants during the settlement process is subsequently found to be untrue, if the applicants breach conditions or undertakings given during the proceedings, or if a discrepancy is found in the process of arriving at the settlement terms.
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