The Securities and Exchange Board of India (SEBI) has disposed of adjudication proceedings against five Adani Group companies after receiving combined settlement payments of ₹1,50,80,000, equivalent to approximately ₹1.51 crore.
The settlement order, passed on September 22, 2026, covers Adani Enterprises Limited, Adani Total Gas Limited, AWL Agri Business Limited, Adani Green Energy Limited and Adani Energy Solutions Limited.
The proceedings arose from SEBI’s examination of allegations relating to related-party transaction disclosures and corporate-governance issues highlighted in the Hindenburg Report. The broader examination included possible violations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the erstwhile Equity Listing Agreement and applicable stock-exchange requirements.
The companies settled the proceedings without admitting or denying SEBI’s findings of fact or conclusions of law. A settlement order resolves the specified proceedings on agreed terms; it does not operate as a judicial finding that the allegations were either proved or disproved.
Companies Covered by the Settlement Order
The following settlement amounts were paid:
- Adani Enterprises Limited: ₹76,05,000
- Adani Total Gas Limited: ₹9,75,000
- AWL Agri Business Limited: ₹9,75,000
- Adani Green Energy Limited: ₹45,50,000
- Adani Energy Solutions Limited: ₹9,75,000
- Total settlement amount: ₹1,50,80,000
AWL Agri Business was formerly known as Adani Wilmar Limited, while Adani Energy Solutions was previously known as Adani Transmission Limited.
The settlement terms were recommended by SEBI’s High Powered Advisory Committee on June 29, 2026. The Panel of Whole Time Members accepted those recommendations on August 13, after which demand notices were issued on August 20.
The applicants informed SEBI on September 5 that the amounts had been remitted. SEBI confirmed receipt before passing the final settlement order.
Alleged Related-Party Transaction Disclosure Lapse
One component of the proceedings concerned Adani Enterprises Limited.
SEBI alleged that related-party transactions between Adani Estates Private Limited, a subsidiary of Adani Enterprises, and Vakoder Investment Limited, identified as a related party, were not disclosed in the company’s annual report for the 2012-13 financial year in accordance with the applicable accounting standard.
The allegation was examined under Clause 32 of the erstwhile Equity Listing Agreement. The show-cause notice proposed proceedings under Section 23A(a) of the Securities Contracts (Regulation) Act, 1956.
Related-party disclosures are significant because transactions involving connected entities may create conflicts of interest or raise questions about whether commercial terms reflect arm’s-length conditions. Complete disclosure helps shareholders evaluate the transaction’s nature, value and possible effect on the listed company.
The settlement order does not record a final finding that the alleged non-disclosure was established. It disposes of the related proceeding after acceptance and payment of the settlement amount.
Financial Reports and Peer-Review Certificates
The remaining allegations primarily concerned financial reports signed by audit firms that allegedly did not hold valid peer-review certificates for the relevant periods.
SEBI’s show-cause notice referred to reports signed by Dharmesh Parikh & Co LLP and Shah Dhandharia & Co LLP.
The alleged instances included:
- Adani Enterprises’ audit report for the year ended March 2015 and limited-review report for the June 2015 quarter
- Adani Enterprises’ limited-review reports for the quarters ended June 2017, September 2017 and December 2021
- Adani Total Gas and AWL Agri Business limited-review reports for the December 2021 quarter
- Adani Green Energy’s audit report for the year ended March 2019 and limited-review reports for September 2018, December 2018 and June 2019
- Adani Energy Solutions’ limited-review report for the June 2015 quarter
The alleged violations involved Regulation 33(1)(d) of the LODR Regulations, provisions of the erstwhile Listing Agreement and, in certain instances, BSE and NSE requirements.
Why a Valid Peer-Review Certificate Matters
Listed companies operate within a financial-reporting framework intended to promote reliability, consistency and investor confidence.
Peer review evaluates whether an audit practice has appropriate systems and procedures for complying with applicable technical, professional and ethical standards. Where securities-market requirements prescribe a valid peer-review certificate, listed companies must verify that the appointed audit firm satisfies that requirement during the relevant reporting period.
The engagement of an audit firm with strong professional credentials does not remove the listed company’s responsibility to verify regulatory eligibility.
A compliance team should therefore confirm and preserve:
- The audit firm’s peer-review certificate
- Its validity period
- The issuing authority’s records
- Engagement and appointment documentation
- Audit-committee and board approvals
- Evidence of verification before each reporting cycle
A certificate obtained or renewed later may not necessarily resolve a compliance gap relating to an earlier reporting date.
How the Settlement Process Worked
SEBI issued the show-cause notice on February 15, 2024. While adjudication was pending, the five companies applied to settle the proceedings under the SEBI (Settlement Proceedings) Regulations, 2018.
Meetings with SEBI’s Internal Committee took place in August and October 2024 and again in May 2026. The applicants subsequently submitted revised settlement terms.
After approval and payment, SEBI disposed of the proceedings under Section 15JB of the SEBI Act, Section 23JA of the Securities Contracts (Regulation) Act and Regulation 23(1) of the Settlement Regulations.
Settlement enables specified regulatory proceedings to conclude without a prolonged adjudication process. It should not be described as an acquittal or an admission of wrongdoing because the order expressly proceeds without admitting or denying the findings.
When SEBI Can Reopen the Proceedings
The order preserves SEBI’s power to take further enforcement action under Regulation 28 of the Settlement Regulations.
SEBI may restore or initiate proceedings if:
- A representation made during settlement is later found to be untrue
- An applicant breaches an undertaking, waiver or settlement condition
- A discrepancy is discovered in determining the settlement terms
Settlement applicants must therefore ensure that all information submitted to the regulator is complete and accurate. The continuing validity of a settlement depends on compliance with its conditions.
The Larger Takeaway
The order demonstrates that listed-company compliance extends beyond publishing financial results within the prescribed deadline.
A company must also verify the eligibility of the professionals signing those reports, retain supporting documentation and disclose related-party transactions under the framework applicable to the relevant period.
Historical reporting periods may remain open to regulatory examination years later. Listed companies should therefore maintain durable records of auditor eligibility, board approvals, related-party assessments and stock-exchange filings rather than relying only on current compliance status.
Shunyatax Global Insights
Corporate-governance and LODR matters require coordination among finance teams, company secretaries, audit committees, statutory auditors and legal advisers.
Before approving financial results, companies should use a documented compliance checklist covering auditor eligibility, peer-review validity, related-party identification, applicable approvals and exchange disclosures.
If your company is facing a SEBI show-cause notice, settlement proceeding, LODR compliance concern or financial-reporting documentation gap, Shunyatax Global can provide professional guidance to help you move forward with clarity and confidence.
Contact Shunyatax Global
Phone: +91 94615 14198
Email: office@shunyatax.in
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Disclaimer: This article is based on SEBI Settlement Order No. SO/JS/RJ/2026-27/7795-7799 dated September 22, 2026. The proceedings were settled without the applicants admitting or denying the findings of fact and conclusions of law. This content is intended for general information and does not constitute legal, tax, investment or financial advice.