SEBI has closed its adjudication proceedings against five Adani Group companies, over disclosure and corporate-governance issues examined in the wake of the Hindenburg report, through a settlement under which the companies paid about Rs 1.51 crore in all. The settlement was reached without any admission or denial of the findings, and involves no determination of wrongdoing, though SEBI retains the right to revive the proceedings in specified situations.
Mumbai: The Securities and Exchange Board of India (SEBI) has passed a settlement order disposing of adjudication proceedings against five Adani Group companies, arising from its examination into alleged disclosure and corporate-governance lapses highlighted in the Hindenburg report, on the companies’ payment of settlement amounts aggregating approximately Rs 1.51 crore [In the matter of Adani Group Companies].
The settlement order, dated September 22, 2026, was passed by Adjudicating Officer Jai Sebastian under the SEBI (Settlement Proceedings) Regulations, 2018, the proceedings being settled without the applicants admitting or denying the findings of fact and conclusions of law.
The five companies and the amounts
The applicants who settled are Adani Enterprises Ltd. (which paid Rs 76,05,000), Adani Green Energy Ltd. (Rs 45,50,000), Adani Total Gas Ltd. (Rs 9,75,000), AWL Agri Business Ltd., formerly Adani Wilmar Ltd. (Rs 9,75,000), and Adani Energy Solutions Ltd., formerly Adani Transmission Ltd. (Rs 9,75,000). SEBI confirmed the receipt of the settlement amounts, and disposed of the proceedings initiated by a show cause notice of February 2024.
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The alleged violations
The proceedings arose from SEBI’s examination into allegations concerning the disclosure of related-party transactions and corporate-governance issues in the Adani Group companies, flagged in the Hindenburg report, and possible violations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the erstwhile Equity Listing Agreement. The show cause notice alleged, among other things, that a related-party transaction was not disclosed in Adani Enterprises’ annual report for 2012-13 as required, and that audit and limited-review reports of certain of the companies, for various periods, had been signed by chartered-accountant firms that did not hold a valid Peer Review Certificate at the relevant time.
These were the allegations set out in the show cause notice; they were not adjudicated on their merits. Under the settlement, the companies neither admitted nor denied them, and the order records no finding that any violation was committed.
How the settlement was reached
The order records that the applicants proposed to settle the proceedings while they were pending, and filed settlement applications under the Settlement Regulations. Following meetings with SEBI’s Internal Committee and revised settlement terms proposed by the applicants, the High Powered Advisory Committee recommended the settlement terms, which were accepted by the Panel of Whole Time Members in August 2026. A notice of demand was issued, the applicants remitted the settlement amounts, and SEBI, on confirming receipt, disposed of the adjudication proceedings under the settlement mechanism provided by Section 15JB of the SEBI Act and Section 23JA of the Securities Contracts (Regulation) Act.
The order clarifies that it is without prejudice to SEBI’s right to take enforcement action, including restoring or initiating the proceedings, if any representation made by the applicants is later found to be untrue, if they breach any undertaking given during the settlement, or if a discrepancy is found in arriving at the settlement terms.
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Why it matters
A settlement under the SEBI (Settlement Proceedings) Regulations is a consensual disposal of proceedings, and is expressly not an admission of guilt. The settling entity pays an agreed amount and gives certain undertakings, and SEBI, in turn, closes the proceedings without any adjudication of the alleged violations; the standard formula, that the applicant neither admits nor denies the findings, means that the order determines nothing about whether the violations in fact occurred. The Adani Group companies’ settlement here therefore ends these particular adjudication proceedings without any finding of wrongdoing against them.
The nature of the alleged violations is relevant to understanding the settlement’s scope. As set out in the show cause notice, the issues were largely disclosure and procedural in character, an undisclosed related-party transaction in a decade-old annual report, and audit or limited-review reports signed by firms said to have lacked a valid Peer Review Certificate for certain periods, rather than allegations of fraud or market manipulation. Settlements are commonly resorted to in such regulatory matters as an efficient way to close proceedings without protracted adjudication, on both sides’ terms.
The order is confined to these five entities and these proceedings. It does not affect any other examination or proceeding, and it preserves SEBI’s power to revive the settled proceedings should the conditions for doing so arise. The broader SEBI examination of the Adani Group in the wake of the Hindenburg report, and the litigation around it, has been the subject of separate proceedings, including before the Supreme Court; the present settlement disposes of one set of adjudication proceedings on agreed terms, without more.
Matter: Settlement Order No. SO/JS/RJ/2026-27/7795-7799, in the matter of Adani Group Companies
Authority: Jai Sebastian, Adjudicating Officer, SEBI, Mumbai
Date: September 22, 2026
Applicants: Adani Enterprises Ltd., Adani Green Energy Ltd., Adani Total Gas Ltd., AWL Agri Business Ltd. (formerly Adani Wilmar Ltd.) and Adani Energy Solutions Ltd. (formerly Adani Transmission Ltd.)
Status: Adjudication proceedings settled on payment of amounts totalling about Rs 1.51 crore, without the applicants admitting or denying the findings. No adjudication of the alleged violations; SEBI’s right to restore proceedings preserved.