Authority: Shri Kamlesh Chandra Varshney, Whole Time Member, Securities and Exchange Board of India

Order Date: September 28, 2026

Case Overview

SEBI initiated investigation on October 23, 2020, based on complaints received during June-July 2020 alleging non-compliance with minimum public shareholding (MPS) requirements by certain listed companies in the Adani Group. The investigation covered Adani Enterprises Limited (AEL), Adani Power Limited (APL), Adani Ports and Special Economic Zone Limited (APSEZ), and Adani Transmission Limited (ATL, now known as Adani Energy Solutions Limited).

Pursuant to completion of investigation, SEBI issued a Show Cause Notice (SCN) dated September 27, 2024 to various entities including the 18 applicants (4 companies and 14 individuals) under the provisions of the SEBI Act, 1992 and the Securities Contracts (Regulation) Act, 1956. A supplementary Show Cause Notice (SSCN) dated March 03, 2025 was also issued during the pendency of proceedings, placing additional material on record.

The SCN alleged that Adani Group Companies and persons in charge failed to comply with MPS requirements as prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957, Clauses 35 and 40A of the Listing Agreement, and Regulations 31 and 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27(1) of the SEBI Act and Section 24(1) of the SCRA.

The applicants were called upon to show cause why appropriate action under Section 11(1), 11(4), 11B(1) and 11B(2) read with Section 15HB of the SEBI Act and Section 12A(1), 12A(2) read with Section 23H of the SCRA should not be taken against them.

Pending enforcement proceedings, the applicants proposed to settle without admitting or denying the facts and conclusions of law through settlement applications filed under the SEBI (Settlement Proceedings) Regulations, 2018.

Final Outcome

The settlement was approved with the following terms: Each of the four Adani Group companies and their respective directors are jointly and severally liable to pay a settlement amount of ₹37,05,000 (Thirty Seven Lakh Five Thousand Rupees). Specifically:

  • Adani Transmission Limited (now Adani Energy Solutions Limited) and its directors Gautam S. Adani, Rajesh S. Adani, Deepak Bhargava, Laxmi Narayan Mishra, and Anil Kumar Sardana: ₹37,05,000
  • Adani Power Limited and its directors Gautam S. Adani, Rajesh S. Adani, and Vineet Jain: ₹37,05,000
  • Adani Enterprises Limited and its directors Gautam S. Adani, Rajesh S. Adani, Devang S. Desai, Vasant S. Adani, Ameet H. Desai, Pranav Vinod Adani, and Vinay Prakash: ₹37,05,000
  • Adani Ports and Special Economic Zone Limited and its directors Gautam S. Adani, Rajesh S. Adani, Malay Mahadevia, Rajeeva Ranjan Sinha, and Sudipta Bhattacharya: ₹37,05,000

The settlement process involved meetings with SEBI's Internal Committee on September 10, 2025 and May 11, 2026, followed by approval from the High Powered Advisory Committee on June 29, 2026, and final approval by the Panel of Whole Time Members on August 13, 2026. Notices of Demand were issued on August 25, 2026, and all settlement amounts were remitted by applicants on August 26, 2026.

SEBI shall not initiate any other enforcement action against the applicants for the violations alleged in the SCN, though SEBI retains the right to restore proceedings if any representations made by applicants are found untrue, if they breach any clauses/conditions of undertakings/waivers, or if there was a discrepancy while arriving at settlement terms.

The order came into force immediately on September 28, 2026.

Topics: SEBI Settlement, Minimum Public Shareholding, Regulatory Compliance