SEBI Settles Five Adani Group Proceedings for ₹1.51 Crore; Order Covers RPT Disclosures and Auditor Peer Review

The Securities and Exchange Board of India (SEBI) on September 22, 2026 disposed of adjudication proceedings against five Adani Group companies after confirming receipt of settlement payments totalling ₹1.508 crore. The five applicants are Adani Enterprises Ltd. (AEL), Adani Total Gas Ltd. (ATGL), AWL Agri Business Ltd. (formerly Adani Wilmar Ltd.), Adani Green Energy Ltd. (AGEL) and Adani Energy Solutions Ltd. (formerly Adani Transmission Ltd.). The September 22 settlement order took effect immediately.

The procedural distinction is important. The order settles specified adjudication proceedings; it does not record that the applicants admitted the alleged violations. The applicants proposed settlement without admitting or denying the findings of fact and conclusions of law. For readers following the case, the useful question is therefore not simply how much was paid, but which alleged compliance failures were covered and what the settlement actually closes.

Five applicants, five settlement amounts

SEBI’s High Powered Advisory Committee recommended separate settlement terms for each applicant, later accepted by the Panel of Whole Time Members. The amounts recorded in the order are:

• Adani Enterprises Ltd.: ₹76.05 lakh.
• Adani Total Gas Ltd.: ₹9.75 lakh.
• AWL Agri Business Ltd.: ₹9.75 lakh.
• Adani Green Energy Ltd.: ₹45.50 lakh.
• Adani Energy Solutions Ltd.: ₹9.75 lakh.

Together, the five amounts equal ₹150.80 lakh, or ₹1.508 crore. The order says the applicants informed SEBI on September 5 that the amounts had been remitted and that the material on record confirmed receipt.

The show-cause notice covered two different compliance questions

The settlement arose from SEBI’s examination of allegations concerning related-party transaction disclosures and corporate-governance issues highlighted in the Hindenburg Report. A show-cause notice dated February 15, 2024 then set out the alleged violations against the applicants.

For AEL, one allegation concerned non-disclosure in its FY2012-13 annual report of related-party transactions between its subsidiary Adani Estates Private Limited and Vakoder Investment Ltd., described in the order as a related party of AEL. The notice linked that allegation to clause 32 of the erstwhile Equity Listing Agreement.

A separate set of allegations concerned audit and limited-review reports signed by audit firms that, according to the show-cause notice, did not hold a valid Peer Review Certificate at the relevant time. The periods differed by company. The order records allegations involving AEL reports for FY2014-15 and specified quarters in 2015, 2017 and 2021; ATGL and AWL reports for the quarter ended December 2021; AGEL reports relating to FY2018-19 and specified quarters in 2018 and 2019; and an Adani Energy Solutions predecessor report for the quarter ended June 2015.

Those two categories should not be collapsed into a single “disclosure lapse”. The first is about whether a related-party transaction was disclosed in the annual report under the applicable framework. The second is about whether the auditor signing a listed entity’s audit or limited-review report met the peer-review eligibility requirement applicable to that reporting period.

Auditor peer-review status is an issuer-side control point

The current SEBI Listing Obligations and Disclosure Requirements Regulations retain the listed-entity responsibility around audit and limited-review reporting. Regulation 33(1)(d) requires the listed entity to ensure that such reports submitted to stock exchanges are given only by an auditor who has undergone the ICAI peer-review process and holds a valid certificate issued by the Peer Review Board.

That makes certificate validation a practical finance, secretarial and audit-committee control rather than a detail to be assumed from the auditor’s appointment alone. A defensible control would preserve evidence that the signing firm’s peer-review status was valid for the relevant reporting date and report. This is an operational implication of the rule; the September 22 settlement order itself is not a final merits finding on the underlying allegations.

Settlement closes these proceedings, not a contested merits trial

The case was resolved under the SEBI Settlement Proceedings Regulations, 2018. After internal-committee meetings, revised settlement terms were submitted on May 29, 2026. The High Powered Advisory Committee considered them on June 29, the Panel of Whole Time Members accepted the recommendations on August 13, and demand notices followed on August 20.

Once SEBI confirmed receipt of the settlement amounts, the adjudication proceedings initiated through the February 2024 show-cause notice were disposed of on the settlement terms. That is different from an adjudication order deciding every allegation after a contested merits process. A separate Mirae Asset AIF settlement order published days earlier illustrates the same procedural point in a different factual setting: the exact scope and wording of a settlement order matter.

The September 22 order also preserves SEBI’s rights under Regulation 28 of the Settlement Regulations. It says enforcement action may be restored or initiated in the circumstances specified there, including if a representation made in the settlement proceedings is later found to be untrue, an undertaking or waiver is breached, or there was a discrepancy in arriving at the settlement terms.

For listed-company finance and assurance teams, the most concrete compliance lesson is narrower than the surrounding public controversy: keep related-party disclosure controls and auditor-eligibility checks independently evidenced. The order covers allegations in both areas, but the settlement mechanism means the allegations should continue to be described as allegations rather than rewritten as final findings.

Official source: View the official source document