SEC v. GAUTAM ADANI; and SAGAR ADANI, No. 1:24-cv-08080, Eastern District of New York (Nov. 20, 2024) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal Shah
Alison Conn
Christopher M. Colorado
Nicholas Karasimas
Stewart Gilson
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-9143 (Colorado)
[email protected]
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
-against-
GAUTAM ADANI and SAGAR ADANI,
Defendants.
COMPLAINT
1:24 Civ. 8080
JURY TRIAL DEMANDED
Plaintif
f Securities and Exchange Commission (“SEC”), for its Complaint against
Defendants Gautam Adani and Sagar Adani, alleges as follows:
SUMMARY
1.In 2021, two senior executives of Adani Green Energy Ltd. (“Adani Green”)—
Gautam Adani, Adani Green’s founder and controlling shareholder, and Sagar Adani, Adani
Green’s Executive Director (collectively, “Defendants”)—engaged in a bribery scheme
involving the equivalent of hundreds of millions of dollars to obtain contracts that benefitted

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Adani Green, while, at the same time, falsely touting the company’s compliance with anti-
bribery principles and laws in connection with a $750 million bond offering (the “Offering”).
2. Gautam Adani founded Adani Green and Defendants are part of a four-person
management team that controls it.  For years, Defendants positioned Adani Green to investors
and the public as a leader among its peers and within India in principles of good corporate
governance, highlighting Adani Green’s purportedly rigorous anti-bribery and anti-corruption
principles and policies, and seeking to appeal to investors who valued governance factors.
3. In September 2021, Defendants leveraged that narrative in the Offering to sell
$750 million of Adani Green corporate bonds (“Notes”), including more than $175 million in
Notes to investors in the United States.
4. In connection with the Offering, Adani Green told purchasers of the Notes that
none of Adani Green’s directors or officers, including Defendants themselves, had paid or
promised to pay bribes to government officials or attempted to unduly influence those officials.
Adani Green and Defendants also emphasized to underwriters and potential investors that Adani
Green had implemented robust anti-bribery and anti-corruption processes and that Adani Green
was a leader in India in good corporate governance.
5.  None of this was true.  In the months and weeks before making these
representations in connection with the Offering, Defendants were personally involved in paying
or promising the equivalent of hundreds of millions of dollars in bribes to Indian state
government officials to induce Indian state governments to enter into contracts necessary for
Adani Green to develop India’s largest solar power plant project, from which Adani Green stood
to earn billions of dollars.

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6. A second company involved in that power plant project, Azure Global Power
Limited (“Azure”), agreed to pay a portion of those bribes and Defendants were also personally
involved in collecting payment from Azure.
7. Gautam Adani and Sagar Adani lied to purchasers of Adani Green’s Notes about
Adani Green’s and their own involvement in a complex and high value bribery scheme.  Those
lies, made in connection with the offer and sale of Notes to investors in the United States,
violated the antifraud provisions of the federal securities laws.
VIOLATIONS
8. By virtue of the foregoing conduct and as alleged herein, Gautam Adani and
Sagar Adani each violated Section 17(a) of the Securities Act of 1933 (“Securities Act”)
[15 U.S.C. § 77q(a)], Section 10(b) of the Securities Act of 1934 (“Exchange Act”) [15 U.S.C.
§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  They each also aided and abetted
Adani Green’s violations of Securities Act Section 17(a)(2), and Exchange Act Section 10(b),
and Rule 10b-5(b) thereunder.
9. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
10.  The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and (d)], and Exchange Act Section
21(d) [15 U.S.C. §§ 78u(d)].
11. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws this Complaint alleges they have violated; (b) ordering
Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C.

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§ 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (c) permanently
prohibiting Defendants from serving as an officer or director of any company that has a class of
securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file
reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act
Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)(2)]; and
(d) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action under Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
13. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
14. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)]
and Exchange Act Section 27 [15 U.S.C. § 78aa] because certain of the transactions, acts,
practices, and courses of business alleged in this Complaint occurred within this District,
including that the Notes purchased by United States investors were settled and cleared, and
ownership of the Notes was transferred, in this District.
DEFENDANTS
15. Gautam Adani, age 62, is a citizen of India, and the founder of both Adani
Group and Adani Green.  Since 2015, Gautam Adani has served on Adani Green’s Board of
Directors and as a member of its four-person Management Committee.  He is also one of Adani
Green’s two “Promoters,” as defined by the Securities Board of India (“SEBI”), including

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because he founded Adani Green, and because he and his family members own a majority of
Adani Green’s shares and he controls the company, directly and through a family trust.
16. Sagar Adani, age 30, is a citizen of India, and the Executive Director of Adani
Green’s Board of Directors and the Chairman of Adani Green’s four-person Management
Committee, positions in which he has served since October 2018.  He is also Gautam Adani’s
nephew.
ADDITIONAL RELEVANT ENTITIES AND PERSONS
17. Adani Group (or the “Group”) is a privately held multinational conglomerate
headquartered in Ahmedabad, India, with numerous entities throughout India and in, among
other places, Australia, Indonesia, Mauritius, Panama, Singapore, and the United Arab Emirates.
Gautam Adani formed Adani Group in 1988 as a commodity trading firm and subsequently
expanded it to own and operate airports, shipping ports, and railways; to produce and distribute
power and energy through mining and thermal and renewable energy production; and to be
India’s largest trader of coal.  Adani Group’s holdings currently have a market capitalization of
more than $200 billion.
18. Adani Green (or the “Issuer”) is a public limited company formed by Gautam
Adani and Rajesh Adani in 2015 under the laws of India, with a principal place of business in
Ahmedabad, to be the renewable energy arm of Adani Group.  Adani Green, including through
its subsidiaries, develops, builds, owns, operates, and maintains a portfolio of large solar power
projects and wind farm projects.
19. Rajesh Adani has worked for both Adani Group and Adani Green since their
formation.  Since at least 2015, he has led Adani Group’s operations with responsibility for its
business development efforts, and he has served on Adani Green’s Board of Directors and been a
member of its four-person Management Committee.  He is Gautam Adani’s brother, Sagar

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Adani’s father, and one of Adani Green’s two “Promoters,” as defined by the SEBI, including
because he founded Adani Green, and because he and his family own a majority of Adani
Green’s shares and control the company, directly and through a family trust.  He also serves or
has served on the Board of Directors of at least twelve other Adani Group companies including
Adani Group’s flagship company, Adani Enterprises Limited.
20. Vneet Jaain (“Jaain”) has worked for Adani Group for more than 18 years,
served as Adani Green’s Chief Executive Officer between July 2020 and May 2023, and is one
of the four members of Adani Green’s Management Committee.
21.  Azure is a limited company formed under the laws of Mauritius, majority-owned
by two Canadian pension funds, that produces and sells solar power in India.  Azure’s common
stock previously publicly traded on the New York Stock Exchange until it was delisted in
November 2023.  Azure has since suspended its reporting as a public company.
22. Solar Energy Corporation of India (“SECI”) is a public sector entity and is the
arm of Indian central government responsible for implementing Indian central government
programs related to renewable energy, including funding large solar projects like those Adani
Green and Azure build and operate.
FACTS
I. GAUTAM ADANI FORMED BOTH ADANI GROUP AND ADANI GREEN.
23. Gautam Adani formed Adani Group in 1988 as a commodity trading firm.
Subsequently, he expanded Adani Group into other sectors, including owning and operating
airports, shipping ports, railways, building and operating means of power production, including
from mining and thermal and renewable sources, and energy transmission.  During that time,
Adani Group also became India’s largest trader of coal.

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24. In 2014, the Indian central government announced a goal of achieving 175
gigawatts (“GW”) of renewable energy production capacity in India, including at least 100 GW
of solar energy production capacity by 2022.  At the time, renewable energy accounted for
approximately 17 percent of India’s energy production capacity.  The Indian central government
has publicly announced that it is seeking to more than double that number.
25. The Indian central government also previously instituted Renewable Energy
Purchase Obligations that require Indian state-owned energy distribution companies (generally
referred to as “DISCOMs”), which are responsible for buying power and transmitting it to
consumers within their respective regions, to buy and distribute to consumers certain minimum
amounts of energy from renewable sources.
26. In January 2015, Gautam Adani and Rajesh Adani formed Adani Green to be a
part of the Adani Group and to spearhead Adani Group’s renewable energy business, and each
has since served on Adani Green’s Board of Directors.  That year, Sagar Adani, Gautam Adani’s
nephew and Rajesh Adani’s son, also began working for Adani Green.
27. Adani Green develops, builds, owns, operates, and maintains utility scale grid
connected solar and wind farms.  It earns revenue by selling electricity to Indian central
government agencies and also to DISCOMs, typically under long-term fixed-price Power
Purchase Agreements (or “PPAs”) that set the price (or “tariff”) that the purchaser (or “off-
taker”) will pay for power for the duration of the contract.
28. In 2018, at the age of 24, Sagar Adani was appointed as Executive Director of
Adani Green’s Board of Directors and Chairman of Adani Green’s Management Committee.
29. As Executive Director, Sagar Adani has been responsible for “leading the Adani
Group’s foray into renewable energy” and “achieving the Group’s vision,” “backed by his sound

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understanding of new processes, systems, and macroeconomic issues.”  According to Adani
Green, he is also responsible for reviewing and implementing Adani Green’s ethics policies,
including its anti-bribery policy.
30. Adani Green’s strategic and fundraising decisions are made by its four-person
Management Committee which includes, in addition to Sagar Adani as its Chairman, Gautam
Adani, Rajesh Adani, and Vneet Jaain.  Those decisions are then implemented by Adani Green’s
other management and business divisions.
31. Adani Green has repeatedly and publicly acknowledged that all aspects of its
business and operations heavily rely on its “Promoter Group,” i.e., Gautam Adani and Rajesh
Adani, including with respect to, among other things, identifying strategic opportunities,
obtaining government or statutory permissions necessary to acquire and build on land, building
and developing business relationships, and attracting and retaining talent.
32. Between its formation in January 2015 and December 2017, Adani Green was
privately held, primarily by Gautam Adani and Rajesh Adani through their family trust.
33. In December 2017, Gautam Adani and Rajesh Adani caused Adani Green to
become a publicly traded company and, in June 2018, its shares began trading on the BSE (f/k/a
Bombay Stock Exchange) and the National Stock Exchange of India.
34. Gautam Adani and Rajesh Adani, together with their family, have continued to be
Adani Green’s majority owners.  To that end, as part of its initial public offering, Adani Green
disclosed that Adani Group’s flagship company, Adani Enterprises Limited, was Adani Green’s
parent company, and that the S.B. Adani Family Trust, a trust controlled by Gautam Adani and
Rajesh Adani, was Adani Green’s “Ultimate Controlling Entity.”

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35. Likewise, in the offering documents that underlie Adani Green’s Offering and
Notes at issue in this action, dated in late August and early September 2021, and which are
described in greater detail in paragraphs 101 to 126 infra, Adani Green disclosed that,
Our Promoters [i.e., Gautam Adani and Rajesh Adani] and the members of
our Promoter Group own approximately 57.47% of our Equity Share
capital as at June 30, 2021, and therefore exercise significant influence
over our business policies, affairs and all matters requiring shareholders’
approval, including the composition of our Board of Directors, change in
the Company’s name, the approval of mergers, strategic acquisitions, joint
ventures or the sales of substantially all of our assets and the policies for
dividends, lending, investments and capital expenditures.
36. Currently, Adani Green has a market capitalization of more than $30 billion.
II. ADANI GREEN PORTRAYED ITSELF AS AN ESG LEADER AND
AIMED TO BE THE WORLD’S LARGEST SOLAR POWER PRODUCER.
37. In its annual reports, news releases, and other self-published documents, Adani
Green has positioned itself as a leader in environmentally conscious, socially responsible, and
good corporate governance principles, often referred to as environmental, social, and governance
or “ESG” principles.  In this way, Adani Green has sought to differentiate itself from its peers
and other potential investments or issuers in developing countries that might be susceptible to
corruption and bribery issues and to specifically appeal to investors who prioritize ESG
principles or ESG-related investments.
38. Adani Green has also touted its plan to become the world’s largest private
producer of solar power by 2025 and of renewable power by 2030.  This effort relies
significantly on programs and economic incentives implemented by SECI (or the Solar Energy
Company of India), an arm of the Indian central government responsible for renewable energy
development.  It also depends on Adani Green’s successful implementation of the so-called
Manufacturing Linked Projects, described in paragraphs 47 to 61 infra, which comprise a
substantial part of Adani Green’s intended power generation capacity.

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39. In early 2016, Adani Green had a single power project with power generating
capacity of only 20 megawatts (“MW”).  Over the next three years, Adani Green grew its
business and, by the end of 2018, had entered into long-duration contracts pursuant to which it
intended to expand its renewable power generating capacity to 1,998 MW, or 1.998 GW.
1

40. Adani Green had much larger aspirations.  In mid-2019, Adani Green issued an
annual report stating that by 2022 it intended to develop a portfolio of projects that produced a
total of 10 GW of renewable power generating capacity—or five times the size of its portfolio at
the end of 2018—and that it was the “best positioned” company “to tap [the] Indian large
renewable energy opportunity.”
41. At the same time, Adani Green highlighted in investor presentations, news
publications, annual reports, and other self-published documents that it stood out among its peers
as a company committed to good corporate governance and preventing corruption and bribery by
its directors, executives, and employees.
42. For example, in mid-2019, Adani Green publicly announced that it had formed a
Corporate Social Responsibility Committee and implemented a Code of Business Conduct and
Ethics Policy for all Board members and senior management, and that it had adopted an Anti-
Bribery Policy consistent with the principles of the World Bank Group and the International
Labour Organisation.
43. On October 7, 2019, Adani Green publicly announced that it was joining the
United Nations Global Compact, supporting the Ten Principles of that Global Compact—which
include detailed guidelines for businesses to support and protect Human Rights, Labor, and

1
 Based on recent industry estimates of power consumption by Indian citizens, 1 GW of power
producing capacity is sufficient to meet the annual power consumption of approximately
nine million Indian citizens.

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Environmental Concerns, and to work against Corruption—and making those “principles part of
the strategy, culture and day-to-day operations of our company.”
44. In or around June 2020, Adani Green issued its “first Integrated Annual Report,”
which highlighted Adani Green’s “[r]obust governance and disclosures,” its anti-bribery and
anti-corruption efforts including its “policy of zero tolerance” for bribery by its employees, and
that its Board members and senior management were trained annually on that policy.
45. Then, in August 2021, the Corporate Social Responsibility Committee of Adani
Green’s Board of Directors approved and adopted, and Adani Green subsequently made public,
its initial Report on Environmental, Social and Governance Policies, or “ESG Report,” which
touted Adani Green’s anti-corruption bona fides and its purported strong and effective corporate
governance framework.  This included representations that:
a. Adani Green has “best-in-class corporate governance practices” and
maintains a “Strong Anti-Corruption Stance,” including due to its “[z]ero
tolerance to bribery and corruption” and an anti-bribery policy that is
regularly reviewed by its Board of Directors and that classifies
“[p]ayments or gifts for committing actual or suspected fraudulent
activities” “as an act of bribery or corruption”;
b. Adani Green’s “Board of Directors is briefed on expected corporate
behavior and the need to maintain a strong anti-corruption mindset in all
company dealings upon appointment”;
c. Gautam Adani and Sagar Adani are “skilled” and “expert” in, and have
“core competencies” that include, “Corporate Governance & ESG,”
including their “[e]xperience in implementing good corporate governance

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practices, reviewing compliance and governance practices for sustainable
growth of the company and protecting stakeholder’s interest”; and
d. Adani Green’s adherence to “Anti-Corruption & Transparency” principles
is “significant” and “material” to both Adani Green and its stakeholders.
46. Throughout this time, Adani Green also acknowledged repeatedly in its annual
reports, the ESG Report, and other public documents that participation by it or its Board
members or senior management in corrupt activities could result in both financial and non-
financial penalties with adverse impacts on its business and reputation.
III. SECI AWARDED THE MANUFACTURING LINKED PROJECTS TO
ADANI GREEN AND AZURE.
47. In June 2019, SECI announced a Request for Selection (“RfS”) seeking bids from
solar power developers for the construction of a solar cell and module manufacturing plant which
would be linked to SECI’s agreement to purchase power from the developer(s) with the winning
bid(s).
48. Broadly described, SECI sought one or more solar power developers to construct
a plant or plants in India capable of producing domestically solar power component parts (such
as cells, modules, or wafers) and, in exchange for that construction and manufacturing, SECI
would contract to purchase power generating capacity from the solar power developer(s) in an
amount equal to a multiple of the power generating capacity of the solar components
manufactured.
49. For example, if a solar power developer agreed to construct a plant within India
that manufactured solar power component parts capable of generating 500 MW of solar power,
then SECI would agree to buy solar power capacity from that developer equal to a multiple of

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500 MW (e.g., 1,500 MW or 2,000 MW) at a fixed price pursuant to a long-duration Power
Purchase Agreement.
50. The two projects, consisting of building one or more domestic solar component
manufacturing plants and also generating and selling solar power to SECI, are known as the
Manufacturing Linked Projects.
51. Under an amended RfS, SECI ultimately sought developers to construct a plant or
plants in India capable of domestically manufacturing solar power components generating 3 GW
of power capacity and, in exchange, SECI would buy up to 12 GW of solar power capacity from
the developers (which also might include or necessitate the construction of new solar power
plants)—for a total project capacity for the Manufacturing Linked Projects of 15 GW.
52. Multiple companies, including Adani Green and Azure, made submissions in
response to the RfS.  Ultimately, SECI awarded the Manufacturing Linked Projects jointly to
Adani Green and Azure.
53. Azure was the first to announce that it had won a portion of the RfS.  In an
investor presentation on January 16, 2020, Azure disclosed that SECI had selected it to be
awarded a portion of the projects associated with the RfS, and that Azure would cause the
construction of a manufacturing plant or plants to produce solar power components with 1 GW
capacity and, in turn, SECI would contract to buy 4 GWs of solar power capacity from Azure.
54. On June 9, 2020, Adani Green issued a press release titled, “Adani Green Energy
Wins The World’s Largest Solar Award; Leapfrogs Towards Goal Of 25 GW Of Installed
Capacity By 2025” that announced that SECI had selected Adani Green to be awarded a portion
of the projects associated with the RfS, and that Adani Green would build a manufacturing plant

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or plants to produce solar components with 2 GW capacity and, in turn, SECI would contract to
buy 8 GWs of solar power capacity from Adani Green.
55. Specifically, in its June 9, 2020, press release, Adani Green said,
Adani Green Energy Limited (AGEL, NSE: ADANIGREEN) has won the
first of its kind manufacturing linked solar agreement from the Solar
Energy Corporation of India (SECI).  As a part of the award, AGEL will
develop 8 GW of solar projects along with a commitment that will see
Adani Solar establish 2 GW of additional solar cell and module
manufacturing capacity.  With this win, AGEL will now have 15 GW
capacity under operation, construction or under contract thereby
accelerating its journey towards becoming the world’s largest renewables
company by 2025.
The only person quoted in the press release on behalf of Adani Green was Gautam Adani.
56. Accordingly, pursuant to the Letters of Award issued by SECI to Adani Green
and Azure documenting their selections as the winners of the RfS bidding process (“Letters of
Award”), Adani Green would be responsible for and stood to benefit from two-thirds of the
Manufacturing Linked Projects, and Azure would be responsible for and stood to benefit from
one-third of the Manufacturing Linked Projects.
57. The Manufacturing Linked Projects immediately became the largest component
of Adani Green’s portfolio, more than doubling the amount of solar power capacity that Adani
Green expected to have under contract to generate and sell.
58. According to industry analysts, Adani Green was projected to earn billions of
dollars of revenue and more than a billion dollars in profit by selling power capacity to SECI
related to its Letter of Award and Manufacturing Linked Projects.  To that point in its corporate
history, Adani Green had earned only approximately $50 million in revenue and had not
recorded a profit.

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59. SECI’s Letters of Award to Adani Green and Azure did not, however, guarantee
that SECI would purchase any power capacity from them or that they would earn any revenue or
profits.
60. At minimum, two additional steps were required.  First, SECI needed to enter into
Power Supply Agreements with the DISCOMs (the Indian state energy companies) under which
the DISCOMs would agree to buy energy from SECI at solar power prices consistent with those
SECI had tentatively agreed to pay Adani Green and Azure in the Letters of Award.  Second,
after SECI contracted with the DISCOMs, it needed to enter into Power Purchase Agreements
with Adani Green and with Azure pursuant to which SECI would buy power generating capacity
from each of them (which SECI would then resell to the DISCOMs under the Power Supply
Agreements).
61. Under the terms of the RfS, SECI said it expected to enter into Power Purchase
Agreements with the winning bidders, i.e., Adani Green and Azure, within 90 days of issuing the
Letters of Award.  That did not happen.  Instead, the Power Purchase Agreements took more
than 18 months and were executed by SECI only after Adani Green’s senior executives, Gautam
Adani and Sagar Adani, undertook a massive bribery scheme to incentivize Indian state
government officials to enter into contracts with SECI to buy energy at above market rates.
IV. GAUTAM ADANI AND SAGAR ADANI PROMISED AND PAID MASSIVE
BRIBES TO INDIAN STATE OFFICIALS.
62. Although SECI had tentatively accepted the price at which Adani Green and
Azure bid to sell power to SECI related to the Manufacturing Linked Projects, when SECI
attempted to contract with Indian state governments to sell energy obtained via that capacity at
prices consistent with the amounts to be paid to Adani Green and Azure, the Indian state
governments refused.

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63. The problem was economics.  The price for energy capacity that SECI had
tentatively agreed to pay under the Letters of Award turned out to be too high.  So, when SECI
attempted to contract with the Indian state governments and DISCOMs to offload power at prices
consistent with the Letters of Award, the Indian states refused.
64. That refusal was only overcome when Gautam Adani, assisted by Sagar Adani,
personally intervened and, in the aggregate, paid or promised to pay hundreds of millions of
dollars of bribes.
65. In India, each state has a “chief minister” who is the elected head of the state
government and has executive authority over the state.
66. Within each Indian state, electricity is typically procured and distributed by one or
more state-owned power distribution companies, or DISCOMs.  The chief minister of a state
generally appoints one or more directors to oversee the DISCOM.
67. As the head executive of a state, a chief minister can influence the decisions of
publicly owned DISCOMs.
68. After SECI issued Letters of Award to Adani Green and Azure for the
Manufacturing Linked Projects, and accepted their proposed tariffs as amounts at which SECI
would buy solar power generating capacity from them for the next twenty-five years, SECI
attempted to enter into Power Supply Agreements (or PSAs) to sell solar electricity to Indian
state governments and state DISCOMs at prices consistent with the Letters of Award.
69. The Indian states and DISCOMs, however, initially refused to contract with SECI,
including because aspects of the Indian renewable energy market had shifted and caused
downward pressure on solar energy prices.  They were unwilling to buy solar energy from SECI

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at prices consistent with those set forth in the Letters of Award, which were above then-market
rates.
70. This unwillingness of the Indian states and DISCOMs to enter into Power Supply
Agreements prevented SECI from entering into Power Purchase Agreements with Adani Green
and Azure.  Without those Power Purchase Agreements, Adani Green and Azure could not
develop and operate the Manufacturing Linked Projects and earn the billions of dollars of
revenue associated with them.
71. Executives of both Adani Green and Azure, including Sagar Adani, began to
pressure and to propose to pay “incentives” (i.e., bribes) directly to Indian state government
officials to persuade them to cause the Indian state governments or the state-owned DISCOMs to
agree to Power Supply Agreements with SECI at prices favorable to Adani and Azure.
72. For example, in late 2020 and early 2021, Sagar Adani regularly communicated
with others, including Azure executives, about the need to pressure and “incentivize” (i.e., bribe)
Indian states and his efforts to do so.  Among many other communications, in writings to an
Azure executive, he detailed how he had been proposing “incentives” (i.e., bribes) to
“motivate[]” Indian state officials and persuade them to agree to contracts with SECI, and,
subsequently, he told Azure executives that he was substantially increasing those “incentives”
(i.e., bribes).
73. By March 2021, however, it was publicly reported that “[a] major bottleneck that
has been impeding the development of new solar and wind projects is the delay by distribution
companies (discoms) in signing power sale agreements (PSAs) with the Solar Energy Company
of India (SECI)” because SECI “has been struggling to find end buyers (discoms)” as the

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“discoms, anticipating a decline in solar module prices and hence a reduction in future solar
auction tariffs, have been reluctant to sign PPAs/PSAs.”
74. By June 2021—a year after SECI issued a Letter of Award to Adani Green and
fifteen months after Azure had announced that it had been selected for the Manufacturing Linked
Projects—SECI had still not entered into Power Supply Agreements with Indian state
governments related to the Letters of Award and Manufacturing Linked Projects.
75. That month, Azure stated publicly that its potential profits related to the
Manufacturing Linked Projects were at risk, saying,
[SECI] has informed us that so far there has not been adequate response
from the state electricity distribution companies (‘DISCOMs’) for SECI to
be able to sign the Power Sale Agreement (‘PSA’) at this stage even
though we have a [Letter of Award].  SECI has mentioned that they will
be unable to sign PPAs until PSAs have been signed, and they have
committed to inform Azure Power of developments in their efforts with
the DISCOMS.  Capital costs, interest rates and foreign exchange rates
have improved since Azure Power won the 4 GW auction in December
2019 which have resulted in lower tariffs in other recent SECI auctions. .
. .  We expect a tariff markdown from the price achieved in the auction,
which will facilitate signing of PSAs.  We will continue our discussions
with SECI towards signing PPAs in respect of the 4 GW tender and
believe the PPAs to be signed in tranches over a period of time.
76. Soon thereafter, Gautam Adani and Sagar Adani increased the pressure on Indian
state government officials.  Through their personal involvement and promises to pay or payment
of a total of hundreds of millions of dollars of bribes to them, the Defendants finally obtained
agreements from some DISCOMs to enter into Power Supply Agreements with SECI.
77. Adani Green executives kept track of the bribes, creating and maintaining
multiple internal records of bribes that had been paid or promised to numerous Indian states and
Indian state officials to induce them to cause the Indian states to buy renewable energy from
SECI.

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78. By way of example, according to Adani Green’s internal records, a payment equal
to hundreds of thousands of dollars was paid or promised to government officials in the Indian
state of Odisha to cause Odisha to enter into a Power Supply Agreement with SECI for the
purchase of 500 MW of power.
79. Consistent with Adani Green’s internal records, SECI announced its first Power
Supply Agreement related to the Manufacturing Linked Projects in July 2021, pursuant to which
the Grid Corporation of Odisha agreed to buy 500 MW of power capacity from SECI.
80. In August 2021, Gautam Adani met personally with the Chief Minister of Andhra
Pradesh about the fact that Andhra Pradesh had not entered into a Power Supply Agreement with
SECI and the “incentives” needed to cause Andhra Pradesh to do so.
81. At or in connection with that meeting, Gautam Adani paid or promised a bribe to
Andhra Pradesh government officials to cause the relevant Andhra Pradesh government entities
to enter into Power Supply Agreements with SECI for the purchase of 7,000 MW of power
capacity.
82. The bribe to Andhra Pradesh for this Power Supply Agreement—which was
significantly larger than the Odisha Power Supply Agreement—was greater than that paid to the
Odisha government officials by orders of magnitude.  Later statements by Adani Green
executives to executives of Azure, infra paragraphs 131 to 135, indicated that the Andhra
Pradesh bribe payment was approximately $200 million.  This was also consistent with Adani
Green’s internal records.
83. Shortly after Gautam Adani’s meeting with Andhra Pradesh’s Chief Minister, and
the payment or promise to pay bribes, communications internal to Adani Green and Azure
reflected that Andhra Pradesh had agreed to buy power from SECI.

20
84. Around the same time, Andhra Pradesh agreed in principle to execute a Power
Supply Agreement with SECI that would directly benefit Adani Green and Azure.  And, within
weeks, the Andhra Pradesh government was publicly quoted as saying, “In the Cabinet meeting
held last month, it was decided to accept SECI’s offer.  After deliberation, the State decided to
tap 7,000 MW in the first phase.”  In other words, the bribes paid or promised worked.
85. Gautam Adani, with Sagar Adani’s assistance, ultimately paid or promised bribes
to government officials in numerous Indian states worth hundreds of millions of dollars to cause
those state governments and their officials to enter into Power Supply Agreements with SECI.
Adani Green’s internal records documented these payments or promises.
86. As Gautam Adani would later make clear to senior Azure personnel, infra
paragraphs 131 to 135, their bribery scheme worked.  Between July 22 and December 1, 2021,
SECI entered into Power Supply Agreements with DISCOMs in at least four Indian states.
These Power Supply Agreements allowed SECI to enter into Power Purchase Agreements with
Adani Green and Azure implementing the Letters of Award under which those two companies
were expected to earn billions of dollars from the Manufacturing Linked Projects.
87. On December 14, 2021, Adani Green issued a press release titled, “Adani Signs
World’s Largest Green PPA With SECI,” announcing that SECI had finally contracted to buy
nearly 5 GW of power capacity from Adani Green related to the Manufacturing Linked Projects.
The only person quoted in the press release was, again, Gautam Adani, who said, “We are
pleased to have signed the world’s largest PPA with SECI. . . .  This agreement keeps us well on
track to our commitment to become the world’s largest renewable player by 2030.”

21
88. Under Adani Green’s Power Purchase Agreement, SECI agreed to purchase solar
power capacity at prices that were well above the market prices set in contemporaneous solar
power auctions in India.
V. DEFENDANTS MISLED INVESTORS ABOUT THEIR BRIBERY SCHEME.
89. At the same time that Gautam Adani and Sagar Adani were implementing a
massive bribery scheme to persuade Indian state governments to enter into Power Supply
Agreements with SECI—and, by so doing, giving Adani Green the ability to proceed with the
largest projects in its portfolio, the Manufacturing Linked Projects—Gautam Adani and Sagar
Adani, through the Offering, were raising hundreds of millions of dollars from investors to
support Adani Green’s business.
90. Adani Green offered and sold securities based on materially false and misleading
statements that neither the company nor Defendants themselves had been involved in any bribery
of or attempt to bribe government officials and by falsely suggesting that Adani Green was a
leader in anti-corruption and anti-bribery principles with an effective anti-bribery program.
91. The opposite was true.  Defendants had been personally and intimately involved
in paying or promising bribes worth hundreds of millions of dollars to secure undue influence
with Indian state government officials and procure contracts between Indian state governments
and SECI that benefitted Adani Green.

22
A. Defendants Authorized Adani Green to Offer
and Sell the Notes and Approved the Offering Documents.
92. On August 4, 2021, Adani Green’s Board of Directors passed a resolution
authorizing the Offering and the Notes.
93. On August 26, 2021, the Management Committee, ultimately responsible for
making Adani Green’s strategic and capital markets decisions, also considered whether Adani
Green should issue debt securities to raise or borrow money.
94. That day, the Management Committee passed a resolution authorizing Adani
Green to raise or borrow up to USD $750,000,000 through the issuance of debt securities, i.e.,
the Notes, pursuant to Rule 144A and/or Regulation S of the Securities Act, among other laws,
including “to fund the development of utility scale projects.”
2

95. Also on August 26, 2021, the Management Committee authorized Sagar Adani,
among others, “to negotiate, modify, sign, execute, register and deliver any disclosure
documents, information memorandum or offering circular” necessary to issue the Notes.
96. On August 27, 2021, the Management Committee reviewed and approved the
Preliminary Offering Circular for the Notes.
97. Between August 27 and August 31, 2021, Adani Green conducted a road show
during which the Notes were marketed to potential investors, including to investors in the United
States, as “Green Bonds” that would be used to fund “Eligible Green Projects,” including “solar
electricity generation facilities.”  During that marketing, Adani Green also highlighted that it had

2
 Rule 144A [17 C.F.R. § 230.144A] and Regulation S [17 C.F.R. § 230.901] concern
exemptions for the requirement that the offer and sale of securities must be registered with the
SEC.  Rule 144A creates a safe harbor exemption from registration for private resales of
restricted securities to institutions that are qualified institutional buyers.  Regulation S exempts
from registration offers and sales of securities that occur solely outside of the United States.

23
“adopted Anti-Bribery and Anti-Corruption Policies” and provided links to the policies for the
potential investors to review.
98. On September 2, 2021, Adani Green sent a letter to the BSE and the National
Stock Exchange of India stating that the Management Committee had approved Adani Green’s
“issuance of USD denominated senior secured notes (‘Notes’) aggregating to US$ 750 million
and has approved the pricing, tenure and other terms of the Notes.”  The letter further confirmed
that the Management Committee had “reviewed and approved the offering circular (‘OC’)
including the final pricing term sheets in relation to the issuance of the Notes by the Company,”
i.e., the Final Offering Circular (referred to together with the Preliminary Offering Circular,
supra paragraph 96, as the “Offering Circulars”).
99. Adani Green’s September 2, 2021, letter to the BSE and the National Stock
Exchange of India also stated expressly that the Notes “are being offered and sold . . . within the
United States to persons reasonably believed to be ‘qualified institutional buyers’ (as defined in
Rule 144A under the Securities Act).”
100. At the time the Management Committee authorized the issuance of the Notes and
approved the Offering Circulars, the four members of the Management Committee had
participated in prior securities offerings, including by Adani Green, were familiar with the
disclosures necessary to effect such an offering, and knew or recklessly disregarded that none of
Adani Green, Gautam Adani, or Sagar Adani had disclosed or would disclose to potential
investors in the Notes that a substantial part of Adani Green’s portfolio of solar power projects
and planned sale of energy generated by Adani Green was dependent on and had been obtained
through payments or promises to pay bribes.  That is, both Gautam Adani and Sagar Adani

24
intended, or recklessly disregarded, that Adani Green would offer and sell the Notes based on a
deceptive portrayal of Adani Green’s core business.
B. Adani Green’s Offering Circulars for the Notes
Contained Materially False and Misleading Statements.
101. In connection with its offer and sale of the Notes and before it sold any Notes,
Adani Green provided the Offering Circulars to potential investors.  The two Offering Circulars
are substantially similar.
102. In general, an offering circular for notes, like the Offering Circulars here, is
intended to give potential investors important information about the entity issuing the notes and
the notes offering, to enable those investors to make informed decisions about whether to invest
in the notes.  This includes information about the notes issuer’s business operations, financial
statements, management team, and policies and strategic plans.  This also includes the specific
terms of the notes, such as rates of interest, maturity date, and repayment schedule.
103. The Offering Circulars informed potential investors that they could rely on the
information therein to make their investment decision regarding the Notes, including that,
[Adani Green] accepts responsibility for the information contained in this
Offering Circular. . . .  [Adani Green], having made all reasonable
inquiries, confirms that this Offering Circular contains or incorporates all
information which is material in the context of the Notes, that the
information contained or incorporated in this Offering Circular is true and
accurate in all material respects and is not misleading, that the opinions
and intentions expressed in this Offering Circular are honestly held and
that there are no other facts the omission of which would make this
Offering Circular or any of such information or the expression of any such
opinions or intentions misleading.
104. The Offering Circulars then informed investors of several “Risk Factors”
associated with the Notes, which Adani Green urged investors to “carefully consider . . . before
making an investment in the Notes.”  Among those Risk Factors, the Offering Circular highlights

25
that one potential risk in investing in the 2021 Notes is the possibility that employees “might
take actions that could expose” Adani Green “to liability under anti-bribery laws,” saying,
Lack of transparency, threat of fraud, public sector corruption and other
forms of criminal activity involving government officials increase the risk
for potential liability under anti-bribery laws.
We are subject to anti-corruption and anti-bribery laws that prohibit
improper payments or offers of improper payments to governments and
their officials and political parties for the purpose of obtaining or retaining
business or securing an improper advantage and require the maintenance
of internal controls to prevent such payments.  Although we maintain an
anti-bribery compliance program and train our employees in respect of
such matters, our employees might take actions that could expose us to
liability under anti-bribery laws. . . .  Any violation of anti-corruption
laws could result in penalties, both financial and non-financial, that could
have a material adverse effect on our business and reputation.
105. This purported warning to potential investors of a risk to Adani Green that, in the
future, its “employees might take actions that could expose us to liability under anti-bribery
laws” was materially misleading because it falsely suggested that no bribery scheme was then
ongoing and failed to disclose the existing bribery scheme led by Adani Green’s most prominent
leaders, Gautam Adani and Sagar Adani.
106. The Offering Circulars made additional false and misleading statements to
potential investors.  For example, they described Adani Green’s portfolio of renewable energy
contracts and projects, the largest component of which was the Manufacturing Linked Projects,
and then described how Adani Green obtains such contracts and projects saying, “We win our
PPAs through transparent and competitive tender processes conducted by the central and state
governments of India.”
107. This statement was also materially false and misleading.  As detailed above, e.g.,
supra paragraphs 62 to 87, Adani Green did not “win” the largest Power Purchase Agreement in
its portfolio, with SECI related to the Manufacturing Linked Projects, “through transparent and

26
competitive tender processes.”  Rather, that PPA was obtained only after bribes worth hundreds
of millions of dollars were paid or promised.
108. The Offering Circulars also repeatedly disclosed to investors that an “integral”
part of Adani Green’s “philosophy” is its “environmental, social, governance (‘ESG’) policy”
and that Adani Green operates pursuant to an “ESG Framework.”  The Offering Circulars
informed potential investors that Adani Green’s major objectives in this respect included “to
align the ESG organization in business with [its] top governance body (Board of the Directors)
of [Adani Green]” and “to integrate Sustainability and ESG (Environmental, Social and
Governance) aspects into the business of [Adani Green] by considering ESG aspects in all
stages” of its business.
109. The Offering Circulars highlighted to potential investors that, as part of Adani
Green’s commitment to ESG principles, it is a “participant of the United Nations Global
Compact, committing [Adani Green] to supporting the ten principles of the United Nations
Global Compact in human rights, labor, environment and anti-corruption.”  Principle 10 of the
United Nations Global Compact, signed by Adani Green and highlighted in connection with the
Offering and the Notes, says that “Businesses should work against corruption in all its forms,
including extortion and bribery.”
3

110. The Offering Circulars then disclosed to potential investors that a “core” part of
the success of Adani Group—of which Adani Green is a part—is its philosophy of “Growth with
Goodness” and its commitment to ESG principles.  To that end, the Offering Circulars say that

3
 As explained by the United Nations, “[t]he tenth principle against corruption was adopted in
2004 and commits UN Global Compact participants not only to avoid bribery, extortion and
other forms of corruption, but also to proactively develop policies and concrete programmes to
address corruption internally and within their supply chains.”

27
Adani Group, like Adani Green, has also adopted an “ESG Framework” incorporating the United
Nations Global Compact, described above, as one of its guiding principles.
111. The Offering Circulars did not merely claim that Adani Green aspired to meet
anti-bribery and anti-corruption principles.  Rather, they detailed that Adani Green had
implemented those principles through specific policies and procedures, identified the committees
of its Board of Directors responsible for those policies and procedures, and acknowledged the
harm that Adani Green would suffer if it engaged in bribery or corruption—all of which would
have led a reasonable investor to believe that effective steps were being taken to prevent bribery
and corruption and that no corrupt bribery scheme was then being perpetrated by Adani Green’s
executives or directors.
112. Among other things, the Offering Circulars assured potential investors that Adani
Green had established “committees and internal systems” “to ensure the integrity of our ESG
performance including . . . creation of the Audit Committee, Nomination and Remuneration
Committee, [and] Risk Management Committee,” “which oversee our  . . . anti-corruption and
bribery related matters.”  Notably, Sagar Adani is the Chairman of the Risk Management
Committee.
113. The Offering Circulars then conveyed that Adani Green’s efforts related to
environmental, social responsibility, and good corporate governance principles—which included
Adani Green’s purported efforts with respect to anti-bribery and anti-corruption—should be
meaningful to investors’ investment decisions.  Specifically, Adani Green represented that those
efforts had led MSCI, Inc., the U.S.-based investment research firm, to assign Adani Green an
“A” rating in respect of those ESG principles, and also led the Dow Jones Sustainability Index, a
prominent benchmark for investors assessing and measuring companies’ ESG performance, to

28
place Adani Green above its peers in India in respect of good corporate governance principles,
ranking it “second-best in ESG benchmarking of Indian Electric Utilities.”
114. The Offering Circulars’ many statements representing to potential investors that a
core tenet of Adani Green and its Board was preventing bribery and corruption gave any
reasonable investor comfort that none of Adani Green’s executives or directors were then
involved in a corrupt bribery scheme.  This was misleading.  In fact, months and weeks earlier,
Adani Green’s leadership, Gautam Adani and Sagar Adani, had been personally involved in such
a corrupt bribery scheme, a fact that was not disclosed in the Offering Circulars.
115. Finally, the Offering Circulars emphasized Gautam Adani’s prominent role at
Adani Green, highlighting that one of Adani Green’s “competitive strengths” is the involvement
of its “Promoter Group,” i.e., Gautam Adani and Rajesh Adani, “who founded one of the leading
integrated energy and infrastructure conglomerates in India and has established a long track
record of successfully executing large-scale projects.”  The Offering Circulars then further
described how the Promoter Group, and Adani Group, provided Adani Green with a competitive
advantage, saying,
We benefit from the support, vision, resources and experience of Adani
Group, who leads one of India’s largest private sector energy and
infrastructure conglomerates and is committed to the long-term success of
the Group. . . .  With over three decades of experience in the energy sector
in India, Adani Group has built long-standing relationships with key
stakeholders, including SECI and DISCOMs, as well as suppliers.
Drawing upon this depth of experience, Adani Group has established a
strong track record of executing large-scale projects, which will benefit us
across all stages of our project development within India’s complex
regulatory framework . . . .
Adani Group also brings to bear financial, as well as operational expertise,
leveraging long-term relationships with financial institutions to provide us
with access to financing in both the domestic and international debt and
capital markets.  Capital management is an important pillar of Adani
Group’s development philosophy.  The capital management program is
aimed at reducing risk, establishing robust ESG practices and executing

29
sound financial policies at each of the portfolio companies. . . .  We
believe that the support of our Promoter Group will allow us to hedge on
the reputation and experience of the Adani Group to grow our portfolio.
C. Adani Green’s Subscription Agreement for the Notes
Contained Materially False and Misleading Statements.
116. Also in connection with its offer and sale of the Notes, Adani Green executed a
Subscription Agreement pursuant to which ten financial institutions agreed to act as underwriters
for the Offering.  Under the Subscription Agreement, the underwriters agreed to purchase certain
minimum amounts of Notes with a view to offering and selling the Notes to others in connection
with Adani Green’s distribution of its Notes to public investors.  The Subscription Agreements
were a necessary part of and enabled Adani Green’s offer and sale of the Notes to investors.
117. Before the Subscription Agreement was finalized and signed by Adani Green and
the underwriters, multiple drafts were provided to Sagar Adani who, as alleged above supra
paragraph 95, had been authorized by Adani Green’s Management Committee to negotiate,
modify, and finalize documents necessary to effect the Offering, and those drafts included the
false and misleading statements described below.
118. In general, with respect to an offering of notes, a subscription agreement, among
other things, formalizes an investment commitment, details the terms of the offer and sale of the
notes, sets forth the notes issuer’s representations and warranties, and highlights potential risks
associated with an investment in the notes.
119. Here, the Subscription Agreement for the Notes included several materially false
and misleading statements, including concerning the accuracy of the Offering Circulars, the
absence of material transactions not reflected on Adani Group’s balance sheet, that all material
facts concerning Adani Green and the Adani Group had been disclosed, that neither Adani Green
nor the Adani Group (nor any of their directors, officers, or employees) were engaged or would

30
engage in bribery, and suggesting to investors the false and misleading impression that both
Adani Green and Adani Group had effective anti-bribery programs.  None of this was true.
120. The Subscription Agreement, in Section 7.1.12, said that the Offering Circulars
were accurate in all respects and that Adani Green had made full and accurate disclosures of all
material facts about its businesses, specifically saying that the Offering Circulars are, “in every
material respect true and accurate and not misleading and all reasonable enquiries have been
made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements” and that “there are no other facts in relation to the Issuer, the Group, or the Notes the
omission of which would, in the context of the issue and offering of the Notes make any material
statement in” the Offering Circulars “misleading.”
121. The Subscription Agreement, in Section 7.1.33, also said that Adani Green had
disclosed to the underwriters “all information regarding the financial or business condition or
prospects of the Issuer and the Group which is relevant and material in relationship to the Issuer
and the Group, in the context of the issue, offering and sale of the Notes.”
122. Nowhere did the Subscription Agreement disclose that Gautam Adani and Sagar
Adani had paid or promised to pay bribes to Indian state officials to secure contracts necessary
for Adani Green’s most important development project.
123. To the contrary, the Subscription Agreement, in Section 7.1.19, stated that Adani
Group—including Adani Green, Gautam Adani, and Sagar Adani—had not engaged in any
undisclosed transactions or arrangements (e.g., bribes or promises to bribe Indian state
government officials) that do not appear on the balance sheets of the Adani Group entities,
saying that “[e]ach of the Disclosure Documents accurately and fully describes, including

31
without limitation the section headed ‘Risk Factors’: . . . all off-balance sheet transactions,
arrangements, [and] obligations that are material to the Group.”
124. Also to the contrary, the Subscription Agreement, in Section 7.1.39, made three
materially false and misleading statements about Adani Group’s and Adani Green’s efforts to
prevent bribery and that their executives had not engaged in paying or promising to pay bribes.
That Section said that:
a. None of Adani Group, Adani Green, or any of their directors or officers
“has taken or will take any action in furtherance of an offer, payment,
promise to pay, or approval of the payment or giving of money, property,
gifts or anything else of value, directly or indirectly, to any ‘government
official’ (including any officer or employee of a government or
government-owned or controlled entity) . . . to influence official action or
secure an improper advantage.”
b. None of Adani Group, Adani Green, or any of their directors or officers
“has taken or will take any action that has resulted or will result in a
violation by the Issuer or any other member of the Group of any
applicable Anti-Bribery and Corruption Laws; and the Issuer, each other
member of the Group and their respective directors, officers and, to the
best of the Issuer’s knowledge (after due and careful enquiry), each of the
affiliates . . . of the Issuer has conducted its businesses in compliance with

32
applicable Anti-Bribery and Corruption Laws, including the Prevention of
Corruption Act, 1988.”
4

c. “The Issuer and each other member of the Group has instituted and
maintains and will continue to maintain policies and procedures designed
to promote and achieve compliance with, and prevent violation of, such
laws, and with the representations and warranties contained herein.”
125. The Subscription Agreement thus falsely informed the underwriters that Adani
Green and those serving as its Directors, including Gautam Adani and Sagar Adani, had not paid
bribes or promised to pay bribes to Indian state officials.  It also falsely portrayed Adani Green
as having a rigorous anti-bribery and anti-corruption compliance program that had prevented
payment or promises of such bribes.  Neither was true.
126. As underwriters obtained orders for the Notes from potential investors, they
communicated the status of those orders to Sagar Adani, among other Adani Green personnel,
including the fact that investors in the United States intended to purchase Notes as part of the
Offering.
VI. U.S.-BASED INVESTORS INVESTED IN THE OFFERING AND OWNERSHIP
OF THE NOTES CHANGED HANDS IN THE UNITED STATES.
127. On September 8, 2021, pursuant to the Offering Circulars and Subscription
Agreement, Adani Green issued $750,000,000 in Notes.  Adani Green sold at least $175 million
of those Notes to investors in the United States.

4
 In the Subscription Agreement, “Anti-Bribery and Corruption Laws” was defined to mean “the
United Kingdom Bribery Act 2010, the FCPA and the rules and regulations promulgated under
each such law, and any other applicable anti-bribery or anti-corruption laws and regulations
imposed in other relevant jurisdictions.”

33
128. Adani Green did not register its offer or sale of the Notes under the Securities Act
or with the SEC.  Rather, Adani Green’s offer and sale was under exemptions from such
registration, offering and selling Notes within the United States to qualified institutional buyers
in reliance on Rule 144A under the Securities Act and outside the United States in reliance on
Regulation S under the Securities Act, see paragraph 94 and footnote 2 above.
129. Under the terms of the Notes, Offering Circulars, and Subscription Agreement,
with respect to Notes offered and sold to investors in the United States, Adani Green caused the
Notes (or certificates representing all rights reflected in the Notes) to be deposited with the
Depository Trust Company (“DTC”) and title to the Notes to be registered in the name of Cede
& Co. (“Cede”), as nominee for DTC.  Cede and DTC are each located in New York.
130. As part of this process, and occurring within this District, ownership of and rights
to the Notes was transferred to the investors in the Notes.
VII. AFTER THE OFFERING, DEFENDANTS MET WITH AZURE EXECUTIVES
TO COLLECT ONE-THIRD OF THE BRIBES FROM AZURE.
131. In 2022, after SECI and many Indian state governments publicly announced they
had entered into Power Supply Agreements related to the Manufacturing Linked Projects—
benefiting both Adani Green and Azure, which were to develop two-thirds and one-third of those
projects, respectively—Gautam Adani and Sagar Adani sought to collect from Azure one-third
of the bribes that had been paid or promised to Indian state government officials to secure those
Power Supply Agreements.
132. Specifically, between April and June 2022, Gautam Adani and Sagar Adani,
together with Vneet Jaain, met in person in India multiple times with multiple senior Azure
personnel to discuss how—consistent with a prior agreement with Azure—Gautam Adani, with
Sagar Adani’s assistance, had paid or promised bribes to Indian state government officials to

34
procure contracts between the Indian states and SECI necessary for the Manufacturing Linked
Projects to move forward.
133. In those meetings, Gautam Adani recounted, among other things, how, in mid-to-
late 2021, Indian state governments had been reluctant to enter into Power Supply Agreements
with SECI, and how he personally intervened and paid or promised to pay bribes to Indian state
government officials to persuade them to enter into Power Supply Agreements.
134. Gautam Adani made clear how his efforts had succeeded and discussed with the
Azure executives how, as previously agreed, Azure would pay its one-third share of those bribes.
This included discussion of how Azure could pay its share through corporate transactions
between Azure and Adani Green, which would have the effect of concealing the payment.
135. Among other things, Gautam Adani suggested that Azure could pay some of its
share of the bribes by the Azure senior personnel causing Azure to cede Azure’s rights to its
most valuable aspect of the Manufacturing Linked Projects—Azure’s right to sell 2.3 GW of
power capacity to SECI related to Andhra Pradesh—to Adani Green.
VIII. AZURE CEDED CONTROL OF ITS INTEREST IN A KEY ASPECT OF
THE PROJECT BACK TO SECI FOR ADANI GREEN’S BENEFIT.
136. Following each of the meetings with Gautam Adani, Sagar Adani, and Vneet
Jaain, Azure senior executives met frequently and strategized about various transaction structures
to pay Azure’s one-third share of the bribes that Gautam Adani, with Sagar Adani’s assistance,
had paid or promised to Indian state government officials.
137. Azure ultimately decided to repay at least a portion of its share of the bribes
through multiple transactions, including by, as Gautam Adani had discussed, ceding to Adani
Green all of Azure’s rights to sell 2.3 GW of power to SECI related to Andhra Pradesh.

35
138. To that end, in December 2022 and February 2023, Azure sent letters to SECI
seeking to withdraw from the Andhra Pradesh portion of the Manufacturing Linked Projects,
which were the largest—and potentially most profitable—part of the projects.  The letters
suggested that Azure could not proceed with that part of the projects due to economic reasons—
namely, because Azure believed that a portion of the projects was “unbankable and unviable”
and “untenable,” such that Azure was “unable to proceed.”
139. This was a pretext.  The real reason that Azure returned a portion of the Power
Purchase Agreements was so that it could later be awarded to Adani Green as payment for
Azure’s portion of the bribes paid or promised on Azure’s behalf.
140. The pretext worked.  In December 2023, Adani Green publicly announced that it
had signed a Power Purchase Agreement with SECI for the majority of the 2.3 GW portion of the
Azure award that Azure had returned to SECI.
141. The end result of these maneuvers—Azure’s withdrawal from and forfeiture of a
substantial portion of the Manufacturing Linked Projects and Adani Green’s takeover of nearly
all of that portion of the projects—was that Azure transferred significant value to Adani Green,
Gautam Adani, and Sagar Adani in partial satisfaction of Azure’s share of the bribes that Gautam
Adani and Sagar Adani had paid or promised.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(Both Defendants)
142. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 141.
143.  Defendants, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly or recklessly have employed one or more

36
devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained
money or property by means of untrue statements of a material fact or omissions of a material
fact necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged
in one or more transactions, practices, or courses of business which operated or would operate as
a fraud or deceit upon the purchaser.
144. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Both Defendants)
145. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 141.
146. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one
or more untrue statements of a material fact or omitted to state one or more material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
147. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

37
THIRD CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)(2)
(Both Defendants)
148. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 141.
149. As alleged above, Adani Green violated Securities Act Section 17(a)(2) [15
U.S.C. § 77q(a)(2)].
150. Defendants knowingly or recklessly provided substantial assistance to Adani
Green with respect to its violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].
151. By reason of the foregoing, Defendants are liable pursuant to Securities Act
Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Adani Green’s violations of Securities
Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Defendants will again aid and
abet these violations.
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b)
(Both Defendants)
152. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 141.
153. As alleged above, Adani Green violated Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5] thereunder.
154. Defendants knowingly or recklessly provided substantial assistance to Adani
Green with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule
10b-5 thereunder [17 C.F.R. § 240.10b-5].
155. By reason of the foregoing, Defendants are liable pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Adani Green’s violations of Exchange

38
Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder
and, unless enjoined, Defendants will again aid and abet these violations.
PRAYER FOR RELIEF
 WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment:
I.
Permanently enjoining Defendants and their agents, servants, employees and attorneys
and all persons in active concert or participation with any of them from violating, directly or
indirectly, Securities Act Section 17(a) and Exchange Act Section 10(b) [15 U.S.C. §§ 77q(a)
and 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5];
II.
Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
III.
Permanently prohibiting each Defendant from serving as an officer or director of any
company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. §
78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)],
pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2)
[15 U.S.C. § 78u(d)(2)]; and
IV.
Granting any other and further relief this Court may deem just and proper.

39
JURY DEMAND
 The Commission demands a trial by jury.
Dated:  New York, New York
November 20, 2024
/s/ Antonia M. Apps              .
ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal Shah
Alison Conn
Christopher M. Colorado
Nicholas Karasimas
            Stewart            Gilson
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
 (212) 336-9143 (Colorado)

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Gautam Adani and Sagar Adani
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11/20/2024

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Signature
/s/ Antonia M. Apps
Antonia M. Apps
Securities and Exchange Comm'n

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal Shah 
Alison Conn 
Christopher M. Colorado 
Nicholas Karasimas 
Stewart Gilson 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street 
Suite 20-100 
New York, NY 10004-2616 
212-336-9143 (Colorado)
[email protected]

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

-against-

GAUTAM ADANI and SAGAR ADANI, 

Defendants. 

COMPLAINT 

1:24 Civ. 8080 

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

Defendants Gautam Adani and Sagar Adani, alleges as follows: 

SUMMARY 

1. In 2021, two senior executives of Adani Green Energy Ltd. (“Adani Green”)—

Gautam Adani, Adani Green’s founder and controlling shareholder, and Sagar Adani, Adani 

Green’s Executive Director (collectively, “Defendants”)—engaged in a bribery scheme 

involving the equivalent of hundreds of millions of dollars to obtain contracts that benefitted 

Case 1:24-cv-08080     Document 1     Filed 11/20/24     Page 1 of 39 PageID #: 1



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Adani Green, while, at the same time, falsely touting the company’s compliance with anti-

bribery principles and laws in connection with a $750 million bond offering (the “Offering”). 

2. Gautam Adani founded Adani Green and Defendants are part of a four-person 

management team that controls it.  For years, Defendants positioned Adani Green to investors 

and the public as a leader among its peers and within India in principles of good corporate 

governance, highlighting Adani Green’s purportedly rigorous anti-bribery and anti-corruption 

principles and policies, and seeking to appeal to investors who valued governance factors. 

3. In September 2021, Defendants leveraged that narrative in the Offering to sell 

$750 million of Adani Green corporate bonds (“Notes”), including more than $175 million in 

Notes to investors in the United States. 

4. In connection with the Offering, Adani Green told purchasers of the Notes that 

none of Adani Green’s directors or officers, including Defendants themselves, had paid or 

promised to pay bribes to government officials or attempted to unduly influence those officials.  

Adani Green and Defendants also emphasized to underwriters and potential investors that Adani 

Green had implemented robust anti-bribery and anti-corruption processes and that Adani Green 

was a leader in India in good corporate governance. 

5.  None of this was true.  In the months and weeks before making these 

representations in connection with the Offering, Defendants were personally involved in paying 

or promising the equivalent of hundreds of millions of dollars in bribes to Indian state 

government officials to induce Indian state governments to enter into contracts necessary for 

Adani Green to develop India’s largest solar power plant project, from which Adani Green stood 

to earn billions of dollars. 

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6. A second company involved in that power plant project, Azure Global Power 

Limited (“Azure”), agreed to pay a portion of those bribes and Defendants were also personally 

involved in collecting payment from Azure. 

7. Gautam Adani and Sagar Adani lied to purchasers of Adani Green’s Notes about 

Adani Green’s and their own involvement in a complex and high value bribery scheme.  Those 

lies, made in connection with the offer and sale of Notes to investors in the United States, 

violated the antifraud provisions of the federal securities laws. 

VIOLATIONS 

8. By virtue of the foregoing conduct and as alleged herein, Gautam Adani and 

Sagar Adani each violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) 

[15 U.S.C. § 77q(a)], Section 10(b) of the Securities Act of 1934 (“Exchange Act”) [15 U.S.C. 

§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  They each also aided and abetted 

Adani Green’s violations of Securities Act Section 17(a)(2), and Exchange Act Section 10(b), 

and Rule 10b-5(b) thereunder. 

9. Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

10.  The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and (d)], and Exchange Act Section 

21(d) [15 U.S.C. §§ 78u(d)]. 

11. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws this Complaint alleges they have violated; (b) ordering 

Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. 

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§ 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (c) permanently 

prohibiting Defendants from serving as an officer or director of any company that has a class of 

securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file 

reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act 

Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)(2)]; and 

(d) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action under Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. 

13. Defendants, directly and indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

14. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] 

and Exchange Act Section 27 [15 U.S.C. § 78aa] because certain of the transactions, acts, 

practices, and courses of business alleged in this Complaint occurred within this District, 

including that the Notes purchased by United States investors were settled and cleared, and 

ownership of the Notes was transferred, in this District. 

DEFENDANTS 

15. Gautam Adani, age 62, is a citizen of India, and the founder of both Adani 

Group and Adani Green.  Since 2015, Gautam Adani has served on Adani Green’s Board of 

Directors and as a member of its four-person Management Committee.  He is also one of Adani 

Green’s two “Promoters,” as defined by the Securities Board of India (“SEBI”), including 

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because he founded Adani Green, and because he and his family members own a majority of 

Adani Green’s shares and he controls the company, directly and through a family trust. 

16. Sagar Adani, age 30, is a citizen of India, and the Executive Director of Adani 

Green’s Board of Directors and the Chairman of Adani Green’s four-person Management 

Committee, positions in which he has served since October 2018.  He is also Gautam Adani’s 

nephew. 

ADDITIONAL RELEVANT ENTITIES AND PERSONS 

17. Adani Group (or the “Group”) is a privately held multinational conglomerate 

headquartered in Ahmedabad, India, with numerous entities throughout India and in, among 

other places, Australia, Indonesia, Mauritius, Panama, Singapore, and the United Arab Emirates.  

Gautam Adani formed Adani Group in 1988 as a commodity trading firm and subsequently 

expanded it to own and operate airports, shipping ports, and railways; to produce and distribute 

power and energy through mining and thermal and renewable energy production; and to be 

India’s largest trader of coal.  Adani Group’s holdings currently have a market capitalization of 

more than $200 billion. 

18. Adani Green (or the “Issuer”) is a public limited company formed by Gautam 

Adani and Rajesh Adani in 2015 under the laws of India, with a principal place of business in 

Ahmedabad, to be the renewable energy arm of Adani Group.  Adani Green, including through 

its subsidiaries, develops, builds, owns, operates, and maintains a portfolio of large solar power 

projects and wind farm projects. 

19. Rajesh Adani has worked for both Adani Group and Adani Green since their 

formation.  Since at least 2015, he has led Adani Group’s operations with responsibility for its 

business development efforts, and he has served on Adani Green’s Board of Directors and been a 

member of its four-person Management Committee.  He is Gautam Adani’s brother, Sagar 

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Adani’s father, and one of Adani Green’s two “Promoters,” as defined by the SEBI, including 

because he founded Adani Green, and because he and his family own a majority of Adani 

Green’s shares and control the company, directly and through a family trust.  He also serves or 

has served on the Board of Directors of at least twelve other Adani Group companies including 

Adani Group’s flagship company, Adani Enterprises Limited. 

20. Vneet Jaain (“Jaain”) has worked for Adani Group for more than 18 years, 

served as Adani Green’s Chief Executive Officer between July 2020 and May 2023, and is one 

of the four members of Adani Green’s Management Committee. 

21.  Azure is a limited company formed under the laws of Mauritius, majority-owned 

by two Canadian pension funds, that produces and sells solar power in India.  Azure’s common 

stock previously publicly traded on the New York Stock Exchange until it was delisted in 

November 2023.  Azure has since suspended its reporting as a public company. 

22. Solar Energy Corporation of India (“SECI”) is a public sector entity and is the 

arm of Indian central government responsible for implementing Indian central government 

programs related to renewable energy, including funding large solar projects like those Adani 

Green and Azure build and operate. 

FACTS 

I. GAUTAM ADANI FORMED BOTH ADANI GROUP AND ADANI GREEN. 

23. Gautam Adani formed Adani Group in 1988 as a commodity trading firm.  

Subsequently, he expanded Adani Group into other sectors, including owning and operating 

airports, shipping ports, railways, building and operating means of power production, including 

from mining and thermal and renewable sources, and energy transmission.  During that time, 

Adani Group also became India’s largest trader of coal.  

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24. In 2014, the Indian central government announced a goal of achieving 175 

gigawatts (“GW”) of renewable energy production capacity in India, including at least 100 GW 

of solar energy production capacity by 2022.  At the time, renewable energy accounted for 

approximately 17 percent of India’s energy production capacity.  The Indian central government 

has publicly announced that it is seeking to more than double that number. 

25. The Indian central government also previously instituted Renewable Energy 

Purchase Obligations that require Indian state-owned energy distribution companies (generally 

referred to as “DISCOMs”), which are responsible for buying power and transmitting it to 

consumers within their respective regions, to buy and distribute to consumers certain minimum 

amounts of energy from renewable sources.   

26. In January 2015, Gautam Adani and Rajesh Adani formed Adani Green to be a 

part of the Adani Group and to spearhead Adani Group’s renewable energy business, and each 

has since served on Adani Green’s Board of Directors.  That year, Sagar Adani, Gautam Adani’s 

nephew and Rajesh Adani’s son, also began working for Adani Green. 

27. Adani Green develops, builds, owns, operates, and maintains utility scale grid 

connected solar and wind farms.  It earns revenue by selling electricity to Indian central 

government agencies and also to DISCOMs, typically under long-term fixed-price Power 

Purchase Agreements (or “PPAs”) that set the price (or “tariff”) that the purchaser (or “off-

taker”) will pay for power for the duration of the contract. 

28. In 2018, at the age of 24, Sagar Adani was appointed as Executive Director of 

Adani Green’s Board of Directors and Chairman of Adani Green’s Management Committee. 

29. As Executive Director, Sagar Adani has been responsible for “leading the Adani 

Group’s foray into renewable energy” and “achieving the Group’s vision,” “backed by his sound 

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understanding of new processes, systems, and macroeconomic issues.”  According to Adani 

Green, he is also responsible for reviewing and implementing Adani Green’s ethics policies, 

including its anti-bribery policy. 

30. Adani Green’s strategic and fundraising decisions are made by its four-person 

Management Committee which includes, in addition to Sagar Adani as its Chairman, Gautam 

Adani, Rajesh Adani, and Vneet Jaain.  Those decisions are then implemented by Adani Green’s 

other management and business divisions. 

31. Adani Green has repeatedly and publicly acknowledged that all aspects of its 

business and operations heavily rely on its “Promoter Group,” i.e., Gautam Adani and Rajesh 

Adani, including with respect to, among other things, identifying strategic opportunities, 

obtaining government or statutory permissions necessary to acquire and build on land, building 

and developing business relationships, and attracting and retaining talent. 

32. Between its formation in January 2015 and December 2017, Adani Green was 

privately held, primarily by Gautam Adani and Rajesh Adani through their family trust. 

33. In December 2017, Gautam Adani and Rajesh Adani caused Adani Green to 

become a publicly traded company and, in June 2018, its shares began trading on the BSE (f/k/a 

Bombay Stock Exchange) and the National Stock Exchange of India. 

34. Gautam Adani and Rajesh Adani, together with their family, have continued to be 

Adani Green’s majority owners.  To that end, as part of its initial public offering, Adani Green 

disclosed that Adani Group’s flagship company, Adani Enterprises Limited, was Adani Green’s 

parent company, and that the S.B. Adani Family Trust, a trust controlled by Gautam Adani and 

Rajesh Adani, was Adani Green’s “Ultimate Controlling Entity.” 

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35. Likewise, in the offering documents that underlie Adani Green’s Offering and 

Notes at issue in this action, dated in late August and early September 2021, and which are 

described in greater detail in paragraphs 101 to 126 infra, Adani Green disclosed that, 

Our Promoters [i.e., Gautam Adani and Rajesh Adani] and the members of 
our Promoter Group own approximately 57.47% of our Equity Share 
capital as at June 30, 2021, and therefore exercise significant influence 
over our business policies, affairs and all matters requiring shareholders’ 
approval, including the composition of our Board of Directors, change in 
the Company’s name, the approval of mergers, strategic acquisitions, joint 
ventures or the sales of substantially all of our assets and the policies for 
dividends, lending, investments and capital expenditures. 

36. Currently, Adani Green has a market capitalization of more than $30 billion. 

II. ADANI GREEN PORTRAYED ITSELF AS AN ESG LEADER AND  
AIMED TO BE THE WORLD’S LARGEST SOLAR POWER PRODUCER. 

37. In its annual reports, news releases, and other self-published documents, Adani 

Green has positioned itself as a leader in environmentally conscious, socially responsible, and 

good corporate governance principles, often referred to as environmental, social, and governance 

or “ESG” principles.  In this way, Adani Green has sought to differentiate itself from its peers 

and other potential investments or issuers in developing countries that might be susceptible to 

corruption and bribery issues and to specifically appeal to investors who prioritize ESG 

principles or ESG-related investments. 

38. Adani Green has also touted its plan to become the world’s largest private 

producer of solar power by 2025 and of renewable power by 2030.  This effort relies 

significantly on programs and economic incentives implemented by SECI (or the Solar Energy 

Company of India), an arm of the Indian central government responsible for renewable energy 

development.  It also depends on Adani Green’s successful implementation of the so-called 

Manufacturing Linked Projects, described in paragraphs 47 to 61 infra, which comprise a 

substantial part of Adani Green’s intended power generation capacity. 

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39. In early 2016, Adani Green had a single power project with power generating 

capacity of only 20 megawatts (“MW”).  Over the next three years, Adani Green grew its 

business and, by the end of 2018, had entered into long-duration contracts pursuant to which it 

intended to expand its renewable power generating capacity to 1,998 MW, or 1.998 GW.1 

40. Adani Green had much larger aspirations.  In mid-2019, Adani Green issued an 

annual report stating that by 2022 it intended to develop a portfolio of projects that produced a 

total of 10 GW of renewable power generating capacity—or five times the size of its portfolio at 

the end of 2018—and that it was the “best positioned” company “to tap [the] Indian large 

renewable energy opportunity.”  

41. At the same time, Adani Green highlighted in investor presentations, news 

publications, annual reports, and other self-published documents that it stood out among its peers 

as a company committed to good corporate governance and preventing corruption and bribery by 

its directors, executives, and employees. 

42. For example, in mid-2019, Adani Green publicly announced that it had formed a 

Corporate Social Responsibility Committee and implemented a Code of Business Conduct and 

Ethics Policy for all Board members and senior management, and that it had adopted an Anti-

Bribery Policy consistent with the principles of the World Bank Group and the International 

Labour Organisation. 

43. On October 7, 2019, Adani Green publicly announced that it was joining the 

United Nations Global Compact, supporting the Ten Principles of that Global Compact—which 

include detailed guidelines for businesses to support and protect Human Rights, Labor, and 

 
1 Based on recent industry estimates of power consumption by Indian citizens, 1 GW of power 
producing capacity is sufficient to meet the annual power consumption of approximately 
nine million Indian citizens. 

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Environmental Concerns, and to work against Corruption—and making those “principles part of 

the strategy, culture and day-to-day operations of our company.”  

44. In or around June 2020, Adani Green issued its “first Integrated Annual Report,” 

which highlighted Adani Green’s “[r]obust governance and disclosures,” its anti-bribery and 

anti-corruption efforts including its “policy of zero tolerance” for bribery by its employees, and 

that its Board members and senior management were trained annually on that policy. 

45. Then, in August 2021, the Corporate Social Responsibility Committee of Adani 

Green’s Board of Directors approved and adopted, and Adani Green subsequently made public, 

its initial Report on Environmental, Social and Governance Policies, or “ESG Report,” which 

touted Adani Green’s anti-corruption bona fides and its purported strong and effective corporate 

governance framework.  This included representations that: 

a. Adani Green has “best-in-class corporate governance practices” and 

maintains a “Strong Anti-Corruption Stance,” including due to its “[z]ero 

tolerance to bribery and corruption” and an anti-bribery policy that is 

regularly reviewed by its Board of Directors and that classifies 

“[p]ayments or gifts for committing actual or suspected fraudulent 

activities” “as an act of bribery or corruption”; 

b. Adani Green’s “Board of Directors is briefed on expected corporate 

behavior and the need to maintain a strong anti-corruption mindset in all 

company dealings upon appointment”; 

c. Gautam Adani and Sagar Adani are “skilled” and “expert” in, and have 

“core competencies” that include, “Corporate Governance & ESG,” 

including their “[e]xperience in implementing good corporate governance 

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practices, reviewing compliance and governance practices for sustainable 

growth of the company and protecting stakeholder’s interest”; and 

d. Adani Green’s adherence to “Anti-Corruption & Transparency” principles 

is “significant” and “material” to both Adani Green and its stakeholders. 

46. Throughout this time, Adani Green also acknowledged repeatedly in its annual 

reports, the ESG Report, and other public documents that participation by it or its Board 

members or senior management in corrupt activities could result in both financial and non-

financial penalties with adverse impacts on its business and reputation. 

III. SECI AWARDED THE MANUFACTURING LINKED PROJECTS TO 
ADANI GREEN AND AZURE. 

47. In June 2019, SECI announced a Request for Selection (“RfS”) seeking bids from 

solar power developers for the construction of a solar cell and module manufacturing plant which 

would be linked to SECI’s agreement to purchase power from the developer(s) with the winning 

bid(s).   

48. Broadly described, SECI sought one or more solar power developers to construct 

a plant or plants in India capable of producing domestically solar power component parts (such 

as cells, modules, or wafers) and, in exchange for that construction and manufacturing, SECI 

would contract to purchase power generating capacity from the solar power developer(s) in an 

amount equal to a multiple of the power generating capacity of the solar components 

manufactured. 

49. For example, if a solar power developer agreed to construct a plant within India 

that manufactured solar power component parts capable of generating 500 MW of solar power, 

then SECI would agree to buy solar power capacity from that developer equal to a multiple of 

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500 MW (e.g., 1,500 MW or 2,000 MW) at a fixed price pursuant to a long-duration Power 

Purchase Agreement. 

50. The two projects, consisting of building one or more domestic solar component 

manufacturing plants and also generating and selling solar power to SECI, are known as the 

Manufacturing Linked Projects. 

51. Under an amended RfS, SECI ultimately sought developers to construct a plant or 

plants in India capable of domestically manufacturing solar power components generating 3 GW 

of power capacity and, in exchange, SECI would buy up to 12 GW of solar power capacity from 

the developers (which also might include or necessitate the construction of new solar power 

plants)—for a total project capacity for the Manufacturing Linked Projects of 15 GW. 

52. Multiple companies, including Adani Green and Azure, made submissions in 

response to the RfS.  Ultimately, SECI awarded the Manufacturing Linked Projects jointly to 

Adani Green and Azure. 

53. Azure was the first to announce that it had won a portion of the RfS.  In an 

investor presentation on January 16, 2020, Azure disclosed that SECI had selected it to be 

awarded a portion of the projects associated with the RfS, and that Azure would cause the 

construction of a manufacturing plant or plants to produce solar power components with 1 GW 

capacity and, in turn, SECI would contract to buy 4 GWs of solar power capacity from Azure. 

54. On June 9, 2020, Adani Green issued a press release titled, “Adani Green Energy 

Wins The World’s Largest Solar Award; Leapfrogs Towards Goal Of 25 GW Of Installed 

Capacity By 2025” that announced that SECI had selected Adani Green to be awarded a portion 

of the projects associated with the RfS, and that Adani Green would build a manufacturing plant 

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or plants to produce solar components with 2 GW capacity and, in turn, SECI would contract to 

buy 8 GWs of solar power capacity from Adani Green.   

55. Specifically, in its June 9, 2020, press release, Adani Green said, 

Adani Green Energy Limited (AGEL, NSE: ADANIGREEN) has won the 
first of its kind manufacturing linked solar agreement from the Solar 
Energy Corporation of India (SECI).  As a part of the award, AGEL will 
develop 8 GW of solar projects along with a commitment that will see 
Adani Solar establish 2 GW of additional solar cell and module 
manufacturing capacity.  With this win, AGEL will now have 15 GW 
capacity under operation, construction or under contract thereby 
accelerating its journey towards becoming the world’s largest renewables 
company by 2025. 

The only person quoted in the press release on behalf of Adani Green was Gautam Adani. 

56. Accordingly, pursuant to the Letters of Award issued by SECI to Adani Green 

and Azure documenting their selections as the winners of the RfS bidding process (“Letters of 

Award”), Adani Green would be responsible for and stood to benefit from two-thirds of the 

Manufacturing Linked Projects, and Azure would be responsible for and stood to benefit from 

one-third of the Manufacturing Linked Projects. 

57. The Manufacturing Linked Projects immediately became the largest component 

of Adani Green’s portfolio, more than doubling the amount of solar power capacity that Adani 

Green expected to have under contract to generate and sell. 

58. According to industry analysts, Adani Green was projected to earn billions of 

dollars of revenue and more than a billion dollars in profit by selling power capacity to SECI 

related to its Letter of Award and Manufacturing Linked Projects.  To that point in its corporate 

history, Adani Green had earned only approximately $50 million in revenue and had not 

recorded a profit. 

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59. SECI’s Letters of Award to Adani Green and Azure did not, however, guarantee 

that SECI would purchase any power capacity from them or that they would earn any revenue or 

profits. 

60. At minimum, two additional steps were required.  First, SECI needed to enter into 

Power Supply Agreements with the DISCOMs (the Indian state energy companies) under which 

the DISCOMs would agree to buy energy from SECI at solar power prices consistent with those 

SECI had tentatively agreed to pay Adani Green and Azure in the Letters of Award.  Second, 

after SECI contracted with the DISCOMs, it needed to enter into Power Purchase Agreements 

with Adani Green and with Azure pursuant to which SECI would buy power generating capacity 

from each of them (which SECI would then resell to the DISCOMs under the Power Supply 

Agreements). 

61. Under the terms of the RfS, SECI said it expected to enter into Power Purchase 

Agreements with the winning bidders, i.e., Adani Green and Azure, within 90 days of issuing the 

Letters of Award.  That did not happen.  Instead, the Power Purchase Agreements took more 

than 18 months and were executed by SECI only after Adani Green’s senior executives, Gautam 

Adani and Sagar Adani, undertook a massive bribery scheme to incentivize Indian state 

government officials to enter into contracts with SECI to buy energy at above market rates.  

IV. GAUTAM ADANI AND SAGAR ADANI PROMISED AND PAID MASSIVE 
BRIBES TO INDIAN STATE OFFICIALS. 

62. Although SECI had tentatively accepted the price at which Adani Green and 

Azure bid to sell power to SECI related to the Manufacturing Linked Projects, when SECI 

attempted to contract with Indian state governments to sell energy obtained via that capacity at 

prices consistent with the amounts to be paid to Adani Green and Azure, the Indian state 

governments refused.   

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63. The problem was economics.  The price for energy capacity that SECI had 

tentatively agreed to pay under the Letters of Award turned out to be too high.  So, when SECI 

attempted to contract with the Indian state governments and DISCOMs to offload power at prices 

consistent with the Letters of Award, the Indian states refused.   

64. That refusal was only overcome when Gautam Adani, assisted by Sagar Adani, 

personally intervened and, in the aggregate, paid or promised to pay hundreds of millions of 

dollars of bribes. 

65. In India, each state has a “chief minister” who is the elected head of the state 

government and has executive authority over the state. 

66. Within each Indian state, electricity is typically procured and distributed by one or 

more state-owned power distribution companies, or DISCOMs.  The chief minister of a state 

generally appoints one or more directors to oversee the DISCOM.   

67. As the head executive of a state, a chief minister can influence the decisions of 

publicly owned DISCOMs. 

68. After SECI issued Letters of Award to Adani Green and Azure for the 

Manufacturing Linked Projects, and accepted their proposed tariffs as amounts at which SECI 

would buy solar power generating capacity from them for the next twenty-five years, SECI 

attempted to enter into Power Supply Agreements (or PSAs) to sell solar electricity to Indian 

state governments and state DISCOMs at prices consistent with the Letters of Award. 

69. The Indian states and DISCOMs, however, initially refused to contract with SECI, 

including because aspects of the Indian renewable energy market had shifted and caused 

downward pressure on solar energy prices.  They were unwilling to buy solar energy from SECI 

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at prices consistent with those set forth in the Letters of Award, which were above then-market 

rates. 

70. This unwillingness of the Indian states and DISCOMs to enter into Power Supply 

Agreements prevented SECI from entering into Power Purchase Agreements with Adani Green 

and Azure.  Without those Power Purchase Agreements, Adani Green and Azure could not 

develop and operate the Manufacturing Linked Projects and earn the billions of dollars of 

revenue associated with them. 

71. Executives of both Adani Green and Azure, including Sagar Adani, began to 

pressure and to propose to pay “incentives” (i.e., bribes) directly to Indian state government 

officials to persuade them to cause the Indian state governments or the state-owned DISCOMs to 

agree to Power Supply Agreements with SECI at prices favorable to Adani and Azure. 

72. For example, in late 2020 and early 2021, Sagar Adani regularly communicated 

with others, including Azure executives, about the need to pressure and “incentivize” (i.e., bribe) 

Indian states and his efforts to do so.  Among many other communications, in writings to an 

Azure executive, he detailed how he had been proposing “incentives” (i.e., bribes) to 

“motivate[]” Indian state officials and persuade them to agree to contracts with SECI, and, 

subsequently, he told Azure executives that he was substantially increasing those “incentives” 

(i.e., bribes). 

73. By March 2021, however, it was publicly reported that “[a] major bottleneck that 

has been impeding the development of new solar and wind projects is the delay by distribution 

companies (discoms) in signing power sale agreements (PSAs) with the Solar Energy Company 

of India (SECI)” because SECI “has been struggling to find end buyers (discoms)” as the 

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“discoms, anticipating a decline in solar module prices and hence a reduction in future solar 

auction tariffs, have been reluctant to sign PPAs/PSAs.” 

74. By June 2021—a year after SECI issued a Letter of Award to Adani Green and 

fifteen months after Azure had announced that it had been selected for the Manufacturing Linked 

Projects—SECI had still not entered into Power Supply Agreements with Indian state 

governments related to the Letters of Award and Manufacturing Linked Projects. 

75. That month, Azure stated publicly that its potential profits related to the 

Manufacturing Linked Projects were at risk, saying, 

[SECI] has informed us that so far there has not been adequate response 
from the state electricity distribution companies (‘DISCOMs’) for SECI to 
be able to sign the Power Sale Agreement (‘PSA’) at this stage even 
though we have a [Letter of Award].  SECI has mentioned that they will 
be unable to sign PPAs until PSAs have been signed, and they have 
committed to inform Azure Power of developments in their efforts with 
the DISCOMS.  Capital costs, interest rates and foreign exchange rates 
have improved since Azure Power won the 4 GW auction in December 
2019 which have resulted in lower tariffs in other recent SECI auctions. . 
. .  We expect a tariff markdown from the price achieved in the auction, 
which will facilitate signing of PSAs.  We will continue our discussions 
with SECI towards signing PPAs in respect of the 4 GW tender and 
believe the PPAs to be signed in tranches over a period of time. 

76. Soon thereafter, Gautam Adani and Sagar Adani increased the pressure on Indian 

state government officials.  Through their personal involvement and promises to pay or payment 

of a total of hundreds of millions of dollars of bribes to them, the Defendants finally obtained 

agreements from some DISCOMs to enter into Power Supply Agreements with SECI. 

77. Adani Green executives kept track of the bribes, creating and maintaining 

multiple internal records of bribes that had been paid or promised to numerous Indian states and 

Indian state officials to induce them to cause the Indian states to buy renewable energy from 

SECI. 

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78. By way of example, according to Adani Green’s internal records, a payment equal 

to hundreds of thousands of dollars was paid or promised to government officials in the Indian 

state of Odisha to cause Odisha to enter into a Power Supply Agreement with SECI for the 

purchase of 500 MW of power. 

79. Consistent with Adani Green’s internal records, SECI announced its first Power 

Supply Agreement related to the Manufacturing Linked Projects in July 2021, pursuant to which 

the Grid Corporation of Odisha agreed to buy 500 MW of power capacity from SECI. 

80. In August 2021, Gautam Adani met personally with the Chief Minister of Andhra 

Pradesh about the fact that Andhra Pradesh had not entered into a Power Supply Agreement with 

SECI and the “incentives” needed to cause Andhra Pradesh to do so. 

81. At or in connection with that meeting, Gautam Adani paid or promised a bribe to 

Andhra Pradesh government officials to cause the relevant Andhra Pradesh government entities 

to enter into Power Supply Agreements with SECI for the purchase of 7,000 MW of power 

capacity.   

82. The bribe to Andhra Pradesh for this Power Supply Agreement—which was 

significantly larger than the Odisha Power Supply Agreement—was greater than that paid to the 

Odisha government officials by orders of magnitude.  Later statements by Adani Green 

executives to executives of Azure, infra paragraphs 131 to 135, indicated that the Andhra 

Pradesh bribe payment was approximately $200 million.  This was also consistent with Adani 

Green’s internal records. 

83. Shortly after Gautam Adani’s meeting with Andhra Pradesh’s Chief Minister, and 

the payment or promise to pay bribes, communications internal to Adani Green and Azure 

reflected that Andhra Pradesh had agreed to buy power from SECI. 

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84. Around the same time, Andhra Pradesh agreed in principle to execute a Power 

Supply Agreement with SECI that would directly benefit Adani Green and Azure.  And, within 

weeks, the Andhra Pradesh government was publicly quoted as saying, “In the Cabinet meeting 

held last month, it was decided to accept SECI’s offer.  After deliberation, the State decided to 

tap 7,000 MW in the first phase.”  In other words, the bribes paid or promised worked. 

85. Gautam Adani, with Sagar Adani’s assistance, ultimately paid or promised bribes 

to government officials in numerous Indian states worth hundreds of millions of dollars to cause 

those state governments and their officials to enter into Power Supply Agreements with SECI.  

Adani Green’s internal records documented these payments or promises. 

86. As Gautam Adani would later make clear to senior Azure personnel, infra 

paragraphs 131 to 135, their bribery scheme worked.  Between July 22 and December 1, 2021, 

SECI entered into Power Supply Agreements with DISCOMs in at least four Indian states.  

These Power Supply Agreements allowed SECI to enter into Power Purchase Agreements with 

Adani Green and Azure implementing the Letters of Award under which those two companies 

were expected to earn billions of dollars from the Manufacturing Linked Projects. 

87. On December 14, 2021, Adani Green issued a press release titled, “Adani Signs 

World’s Largest Green PPA With SECI,” announcing that SECI had finally contracted to buy 

nearly 5 GW of power capacity from Adani Green related to the Manufacturing Linked Projects.  

The only person quoted in the press release was, again, Gautam Adani, who said, “We are 

pleased to have signed the world’s largest PPA with SECI. . . .  This agreement keeps us well on 

track to our commitment to become the world’s largest renewable player by 2030.” 

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88. Under Adani Green’s Power Purchase Agreement, SECI agreed to purchase solar 

power capacity at prices that were well above the market prices set in contemporaneous solar 

power auctions in India. 

V. DEFENDANTS MISLED INVESTORS ABOUT THEIR BRIBERY SCHEME. 

89. At the same time that Gautam Adani and Sagar Adani were implementing a 

massive bribery scheme to persuade Indian state governments to enter into Power Supply 

Agreements with SECI—and, by so doing, giving Adani Green the ability to proceed with the 

largest projects in its portfolio, the Manufacturing Linked Projects—Gautam Adani and Sagar 

Adani, through the Offering, were raising hundreds of millions of dollars from investors to 

support Adani Green’s business.   

90. Adani Green offered and sold securities based on materially false and misleading 

statements that neither the company nor Defendants themselves had been involved in any bribery 

of or attempt to bribe government officials and by falsely suggesting that Adani Green was a 

leader in anti-corruption and anti-bribery principles with an effective anti-bribery program. 

91. The opposite was true.  Defendants had been personally and intimately involved 

in paying or promising bribes worth hundreds of millions of dollars to secure undue influence 

with Indian state government officials and procure contracts between Indian state governments 

and SECI that benefitted Adani Green. 

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A. Defendants Authorized Adani Green to Offer  
and Sell the Notes and Approved the Offering Documents. 

92. On August 4, 2021, Adani Green’s Board of Directors passed a resolution 

authorizing the Offering and the Notes. 

93. On August 26, 2021, the Management Committee, ultimately responsible for 

making Adani Green’s strategic and capital markets decisions, also considered whether Adani 

Green should issue debt securities to raise or borrow money.   

94. That day, the Management Committee passed a resolution authorizing Adani 

Green to raise or borrow up to USD $750,000,000 through the issuance of debt securities, i.e., 

the Notes, pursuant to Rule 144A and/or Regulation S of the Securities Act, among other laws, 

including “to fund the development of utility scale projects.”2 

95. Also on August 26, 2021, the Management Committee authorized Sagar Adani, 

among others, “to negotiate, modify, sign, execute, register and deliver any disclosure 

documents, information memorandum or offering circular” necessary to issue the Notes.   

96. On August 27, 2021, the Management Committee reviewed and approved the 

Preliminary Offering Circular for the Notes. 

97. Between August 27 and August 31, 2021, Adani Green conducted a road show 

during which the Notes were marketed to potential investors, including to investors in the United 

States, as “Green Bonds” that would be used to fund “Eligible Green Projects,” including “solar 

electricity generation facilities.”  During that marketing, Adani Green also highlighted that it had 

 
2 Rule 144A [17 C.F.R. § 230.144A] and Regulation S [17 C.F.R. § 230.901] concern 
exemptions for the requirement that the offer and sale of securities must be registered with the 
SEC.  Rule 144A creates a safe harbor exemption from registration for private resales of 
restricted securities to institutions that are qualified institutional buyers.  Regulation S exempts 
from registration offers and sales of securities that occur solely outside of the United States. 

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“adopted Anti-Bribery and Anti-Corruption Policies” and provided links to the policies for the 

potential investors to review. 

98. On September 2, 2021, Adani Green sent a letter to the BSE and the National 

Stock Exchange of India stating that the Management Committee had approved Adani Green’s 

“issuance of USD denominated senior secured notes (‘Notes’) aggregating to US$ 750 million 

and has approved the pricing, tenure and other terms of the Notes.”  The letter further confirmed 

that the Management Committee had “reviewed and approved the offering circular (‘OC’) 

including the final pricing term sheets in relation to the issuance of the Notes by the Company,” 

i.e., the Final Offering Circular (referred to together with the Preliminary Offering Circular, 

supra paragraph 96, as the “Offering Circulars”). 

99. Adani Green’s September 2, 2021, letter to the BSE and the National Stock 

Exchange of India also stated expressly that the Notes “are being offered and sold . . . within the 

United States to persons reasonably believed to be ‘qualified institutional buyers’ (as defined in 

Rule 144A under the Securities Act).” 

100. At the time the Management Committee authorized the issuance of the Notes and 

approved the Offering Circulars, the four members of the Management Committee had 

participated in prior securities offerings, including by Adani Green, were familiar with the 

disclosures necessary to effect such an offering, and knew or recklessly disregarded that none of 

Adani Green, Gautam Adani, or Sagar Adani had disclosed or would disclose to potential 

investors in the Notes that a substantial part of Adani Green’s portfolio of solar power projects 

and planned sale of energy generated by Adani Green was dependent on and had been obtained 

through payments or promises to pay bribes.  That is, both Gautam Adani and Sagar Adani 

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intended, or recklessly disregarded, that Adani Green would offer and sell the Notes based on a 

deceptive portrayal of Adani Green’s core business. 

B. Adani Green’s Offering Circulars for the Notes 
Contained Materially False and Misleading Statements. 

101. In connection with its offer and sale of the Notes and before it sold any Notes, 

Adani Green provided the Offering Circulars to potential investors.  The two Offering Circulars 

are substantially similar. 

102. In general, an offering circular for notes, like the Offering Circulars here, is 

intended to give potential investors important information about the entity issuing the notes and 

the notes offering, to enable those investors to make informed decisions about whether to invest 

in the notes.  This includes information about the notes issuer’s business operations, financial 

statements, management team, and policies and strategic plans.  This also includes the specific 

terms of the notes, such as rates of interest, maturity date, and repayment schedule. 

103. The Offering Circulars informed potential investors that they could rely on the 

information therein to make their investment decision regarding the Notes, including that, 

[Adani Green] accepts responsibility for the information contained in this 
Offering Circular. . . .  [Adani Green], having made all reasonable 
inquiries, confirms that this Offering Circular contains or incorporates all 
information which is material in the context of the Notes, that the 
information contained or incorporated in this Offering Circular is true and 
accurate in all material respects and is not misleading, that the opinions 
and intentions expressed in this Offering Circular are honestly held and 
that there are no other facts the omission of which would make this 
Offering Circular or any of such information or the expression of any such 
opinions or intentions misleading. 

104. The Offering Circulars then informed investors of several “Risk Factors” 

associated with the Notes, which Adani Green urged investors to “carefully consider . . . before 

making an investment in the Notes.”  Among those Risk Factors, the Offering Circular highlights 

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that one potential risk in investing in the 2021 Notes is the possibility that employees “might 

take actions that could expose” Adani Green “to liability under anti-bribery laws,” saying, 

Lack of transparency, threat of fraud, public sector corruption and other 
forms of criminal activity involving government officials increase the risk 
for potential liability under anti-bribery laws. 

We are subject to anti-corruption and anti-bribery laws that prohibit 
improper payments or offers of improper payments to governments and 
their officials and political parties for the purpose of obtaining or retaining 
business or securing an improper advantage and require the maintenance 
of internal controls to prevent such payments.  Although we maintain an 
anti-bribery compliance program and train our employees in respect of 
such matters, our employees might take actions that could expose us to 
liability under anti-bribery laws. . . .  Any violation of anti-corruption 
laws could result in penalties, both financial and non-financial, that could 
have a material adverse effect on our business and reputation. 

105. This purported warning to potential investors of a risk to Adani Green that, in the 

future, its “employees might take actions that could expose us to liability under anti-bribery 

laws” was materially misleading because it falsely suggested that no bribery scheme was then 

ongoing and failed to disclose the existing bribery scheme led by Adani Green’s most prominent 

leaders, Gautam Adani and Sagar Adani. 

106. The Offering Circulars made additional false and misleading statements to 

potential investors.  For example, they described Adani Green’s portfolio of renewable energy 

contracts and projects, the largest component of which was the Manufacturing Linked Projects, 

and then described how Adani Green obtains such contracts and projects saying, “We win our 

PPAs through transparent and competitive tender processes conducted by the central and state 

governments of India.”   

107. This statement was also materially false and misleading.  As detailed above, e.g., 

supra paragraphs 62 to 87, Adani Green did not “win” the largest Power Purchase Agreement in 

its portfolio, with SECI related to the Manufacturing Linked Projects, “through transparent and 

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competitive tender processes.”  Rather, that PPA was obtained only after bribes worth hundreds 

of millions of dollars were paid or promised. 

108. The Offering Circulars also repeatedly disclosed to investors that an “integral” 

part of Adani Green’s “philosophy” is its “environmental, social, governance (‘ESG’) policy” 

and that Adani Green operates pursuant to an “ESG Framework.”  The Offering Circulars 

informed potential investors that Adani Green’s major objectives in this respect included “to 

align the ESG organization in business with [its] top governance body (Board of the Directors) 

of [Adani Green]” and “to integrate Sustainability and ESG (Environmental, Social and 

Governance) aspects into the business of [Adani Green] by considering ESG aspects in all 

stages” of its business. 

109. The Offering Circulars highlighted to potential investors that, as part of Adani 

Green’s commitment to ESG principles, it is a “participant of the United Nations Global 

Compact, committing [Adani Green] to supporting the ten principles of the United Nations 

Global Compact in human rights, labor, environment and anti-corruption.”  Principle 10 of the 

United Nations Global Compact, signed by Adani Green and highlighted in connection with the 

Offering and the Notes, says that “Businesses should work against corruption in all its forms, 

including extortion and bribery.”3 

110. The Offering Circulars then disclosed to potential investors that a “core” part of 

the success of Adani Group—of which Adani Green is a part—is its philosophy of “Growth with 

Goodness” and its commitment to ESG principles.  To that end, the Offering Circulars say that 

 
3 As explained by the United Nations, “[t]he tenth principle against corruption was adopted in 
2004 and commits UN Global Compact participants not only to avoid bribery, extortion and 
other forms of corruption, but also to proactively develop policies and concrete programmes to 
address corruption internally and within their supply chains.” 

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Adani Group, like Adani Green, has also adopted an “ESG Framework” incorporating the United 

Nations Global Compact, described above, as one of its guiding principles. 

111. The Offering Circulars did not merely claim that Adani Green aspired to meet 

anti-bribery and anti-corruption principles.  Rather, they detailed that Adani Green had 

implemented those principles through specific policies and procedures, identified the committees 

of its Board of Directors responsible for those policies and procedures, and acknowledged the 

harm that Adani Green would suffer if it engaged in bribery or corruption—all of which would 

have led a reasonable investor to believe that effective steps were being taken to prevent bribery 

and corruption and that no corrupt bribery scheme was then being perpetrated by Adani Green’s 

executives or directors. 

112. Among other things, the Offering Circulars assured potential investors that Adani 

Green had established “committees and internal systems” “to ensure the integrity of our ESG 

performance including . . . creation of the Audit Committee, Nomination and Remuneration 

Committee, [and] Risk Management Committee,” “which oversee our  . . . anti-corruption and 

bribery related matters.”  Notably, Sagar Adani is the Chairman of the Risk Management 

Committee. 

113. The Offering Circulars then conveyed that Adani Green’s efforts related to 

environmental, social responsibility, and good corporate governance principles—which included 

Adani Green’s purported efforts with respect to anti-bribery and anti-corruption—should be 

meaningful to investors’ investment decisions.  Specifically, Adani Green represented that those 

efforts had led MSCI, Inc., the U.S.-based investment research firm, to assign Adani Green an 

“A” rating in respect of those ESG principles, and also led the Dow Jones Sustainability Index, a 

prominent benchmark for investors assessing and measuring companies’ ESG performance, to 

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place Adani Green above its peers in India in respect of good corporate governance principles, 

ranking it “second-best in ESG benchmarking of Indian Electric Utilities.” 

114. The Offering Circulars’ many statements representing to potential investors that a 

core tenet of Adani Green and its Board was preventing bribery and corruption gave any 

reasonable investor comfort that none of Adani Green’s executives or directors were then 

involved in a corrupt bribery scheme.  This was misleading.  In fact, months and weeks earlier, 

Adani Green’s leadership, Gautam Adani and Sagar Adani, had been personally involved in such 

a corrupt bribery scheme, a fact that was not disclosed in the Offering Circulars. 

115. Finally, the Offering Circulars emphasized Gautam Adani’s prominent role at 

Adani Green, highlighting that one of Adani Green’s “competitive strengths” is the involvement 

of its “Promoter Group,” i.e., Gautam Adani and Rajesh Adani, “who founded one of the leading 

integrated energy and infrastructure conglomerates in India and has established a long track 

record of successfully executing large-scale projects.”  The Offering Circulars then further 

described how the Promoter Group, and Adani Group, provided Adani Green with a competitive 

advantage, saying, 

We benefit from the support, vision, resources and experience of Adani 
Group, who leads one of India’s largest private sector energy and 
infrastructure conglomerates and is committed to the long-term success of 
the Group. . . .  With over three decades of experience in the energy sector 
in India, Adani Group has built long-standing relationships with key 
stakeholders, including SECI and DISCOMs, as well as suppliers. 
Drawing upon this depth of experience, Adani Group has established a 
strong track record of executing large-scale projects, which will benefit us 
across all stages of our project development within India’s complex 
regulatory framework . . . . 

Adani Group also brings to bear financial, as well as operational expertise, 
leveraging long-term relationships with financial institutions to provide us 
with access to financing in both the domestic and international debt and 
capital markets.  Capital management is an important pillar of Adani 
Group’s development philosophy.  The capital management program is 
aimed at reducing risk, establishing robust ESG practices and executing 

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sound financial policies at each of the portfolio companies. . . .  We 
believe that the support of our Promoter Group will allow us to hedge on 
the reputation and experience of the Adani Group to grow our portfolio. 

C. Adani Green’s Subscription Agreement for the Notes 
Contained Materially False and Misleading Statements. 

116. Also in connection with its offer and sale of the Notes, Adani Green executed a 

Subscription Agreement pursuant to which ten financial institutions agreed to act as underwriters 

for the Offering.  Under the Subscription Agreement, the underwriters agreed to purchase certain 

minimum amounts of Notes with a view to offering and selling the Notes to others in connection 

with Adani Green’s distribution of its Notes to public investors.  The Subscription Agreements 

were a necessary part of and enabled Adani Green’s offer and sale of the Notes to investors. 

117. Before the Subscription Agreement was finalized and signed by Adani Green and 

the underwriters, multiple drafts were provided to Sagar Adani who, as alleged above supra 

paragraph 95, had been authorized by Adani Green’s Management Committee to negotiate, 

modify, and finalize documents necessary to effect the Offering, and those drafts included the 

false and misleading statements described below. 

118. In general, with respect to an offering of notes, a subscription agreement, among 

other things, formalizes an investment commitment, details the terms of the offer and sale of the 

notes, sets forth the notes issuer’s representations and warranties, and highlights potential risks 

associated with an investment in the notes. 

119. Here, the Subscription Agreement for the Notes included several materially false 

and misleading statements, including concerning the accuracy of the Offering Circulars, the 

absence of material transactions not reflected on Adani Group’s balance sheet, that all material 

facts concerning Adani Green and the Adani Group had been disclosed, that neither Adani Green 

nor the Adani Group (nor any of their directors, officers, or employees) were engaged or would 

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engage in bribery, and suggesting to investors the false and misleading impression that both 

Adani Green and Adani Group had effective anti-bribery programs.  None of this was true. 

120. The Subscription Agreement, in Section 7.1.12, said that the Offering Circulars 

were accurate in all respects and that Adani Green had made full and accurate disclosures of all 

material facts about its businesses, specifically saying that the Offering Circulars are, “in every 

material respect true and accurate and not misleading and all reasonable enquiries have been 

made by the Issuer to ascertain such facts and to verify the accuracy of all such information and 

statements” and that “there are no other facts in relation to the Issuer, the Group, or the Notes the 

omission of which would, in the context of the issue and offering of the Notes make any material 

statement in” the Offering Circulars “misleading.” 

121. The Subscription Agreement, in Section 7.1.33, also said that Adani Green had 

disclosed to the underwriters “all information regarding the financial or business condition or 

prospects of the Issuer and the Group which is relevant and material in relationship to the Issuer 

and the Group, in the context of the issue, offering and sale of the Notes.” 

122. Nowhere did the Subscription Agreement disclose that Gautam Adani and Sagar 

Adani had paid or promised to pay bribes to Indian state officials to secure contracts necessary 

for Adani Green’s most important development project. 

123. To the contrary, the Subscription Agreement, in Section 7.1.19, stated that Adani 

Group—including Adani Green, Gautam Adani, and Sagar Adani—had not engaged in any 

undisclosed transactions or arrangements (e.g., bribes or promises to bribe Indian state 

government officials) that do not appear on the balance sheets of the Adani Group entities, 

saying that “[e]ach of the Disclosure Documents accurately and fully describes, including 

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without limitation the section headed ‘Risk Factors’: . . . all off-balance sheet transactions, 

arrangements, [and] obligations that are material to the Group.” 

124. Also to the contrary, the Subscription Agreement, in Section 7.1.39, made three 

materially false and misleading statements about Adani Group’s and Adani Green’s efforts to 

prevent bribery and that their executives had not engaged in paying or promising to pay bribes.  

That Section said that: 

a. None of Adani Group, Adani Green, or any of their directors or officers 

“has taken or will take any action in furtherance of an offer, payment, 

promise to pay, or approval of the payment or giving of money, property, 

gifts or anything else of value, directly or indirectly, to any ‘government 

official’ (including any officer or employee of a government or 

government-owned or controlled entity) . . . to influence official action or 

secure an improper advantage.” 

b. None of Adani Group, Adani Green, or any of their directors or officers 

“has taken or will take any action that has resulted or will result in a 

violation by the Issuer or any other member of the Group of any 

applicable Anti-Bribery and Corruption Laws; and the Issuer, each other 

member of the Group and their respective directors, officers and, to the 

best of the Issuer’s knowledge (after due and careful enquiry), each of the 

affiliates . . . of the Issuer has conducted its businesses in compliance with 

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applicable Anti-Bribery and Corruption Laws, including the Prevention of 

Corruption Act, 1988.”4  

c. “The Issuer and each other member of the Group has instituted and 

maintains and will continue to maintain policies and procedures designed 

to promote and achieve compliance with, and prevent violation of, such 

laws, and with the representations and warranties contained herein.” 

125. The Subscription Agreement thus falsely informed the underwriters that Adani 

Green and those serving as its Directors, including Gautam Adani and Sagar Adani, had not paid 

bribes or promised to pay bribes to Indian state officials.  It also falsely portrayed Adani Green 

as having a rigorous anti-bribery and anti-corruption compliance program that had prevented 

payment or promises of such bribes.  Neither was true.   

126. As underwriters obtained orders for the Notes from potential investors, they 

communicated the status of those orders to Sagar Adani, among other Adani Green personnel, 

including the fact that investors in the United States intended to purchase Notes as part of the 

Offering. 

VI. U.S.-BASED INVESTORS INVESTED IN THE OFFERING AND OWNERSHIP 
OF THE NOTES CHANGED HANDS IN THE UNITED STATES. 

127. On September 8, 2021, pursuant to the Offering Circulars and Subscription 

Agreement, Adani Green issued $750,000,000 in Notes.  Adani Green sold at least $175 million 

of those Notes to investors in the United States. 

 
4 In the Subscription Agreement, “Anti-Bribery and Corruption Laws” was defined to mean “the 
United Kingdom Bribery Act 2010, the FCPA and the rules and regulations promulgated under 
each such law, and any other applicable anti-bribery or anti-corruption laws and regulations 
imposed in other relevant jurisdictions.” 

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128. Adani Green did not register its offer or sale of the Notes under the Securities Act 

or with the SEC.  Rather, Adani Green’s offer and sale was under exemptions from such 

registration, offering and selling Notes within the United States to qualified institutional buyers 

in reliance on Rule 144A under the Securities Act and outside the United States in reliance on 

Regulation S under the Securities Act, see paragraph 94 and footnote 2 above. 

129. Under the terms of the Notes, Offering Circulars, and Subscription Agreement, 

with respect to Notes offered and sold to investors in the United States, Adani Green caused the 

Notes (or certificates representing all rights reflected in the Notes) to be deposited with the 

Depository Trust Company (“DTC”) and title to the Notes to be registered in the name of Cede 

& Co. (“Cede”), as nominee for DTC.  Cede and DTC are each located in New York.   

130. As part of this process, and occurring within this District, ownership of and rights 

to the Notes was transferred to the investors in the Notes. 

VII. AFTER THE OFFERING, DEFENDANTS MET WITH AZURE EXECUTIVES 
TO COLLECT ONE-THIRD OF THE BRIBES FROM AZURE. 

131. In 2022, after SECI and many Indian state governments publicly announced they 

had entered into Power Supply Agreements related to the Manufacturing Linked Projects—

benefiting both Adani Green and Azure, which were to develop two-thirds and one-third of those 

projects, respectively—Gautam Adani and Sagar Adani sought to collect from Azure one-third 

of the bribes that had been paid or promised to Indian state government officials to secure those 

Power Supply Agreements. 

132. Specifically, between April and June 2022, Gautam Adani and Sagar Adani, 

together with Vneet Jaain, met in person in India multiple times with multiple senior Azure 

personnel to discuss how—consistent with a prior agreement with Azure—Gautam Adani, with 

Sagar Adani’s assistance, had paid or promised bribes to Indian state government officials to 

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procure contracts between the Indian states and SECI necessary for the Manufacturing Linked 

Projects to move forward. 

133. In those meetings, Gautam Adani recounted, among other things, how, in mid-to-

late 2021, Indian state governments had been reluctant to enter into Power Supply Agreements 

with SECI, and how he personally intervened and paid or promised to pay bribes to Indian state 

government officials to persuade them to enter into Power Supply Agreements. 

134. Gautam Adani made clear how his efforts had succeeded and discussed with the 

Azure executives how, as previously agreed, Azure would pay its one-third share of those bribes.  

This included discussion of how Azure could pay its share through corporate transactions 

between Azure and Adani Green, which would have the effect of concealing the payment. 

135. Among other things, Gautam Adani suggested that Azure could pay some of its 

share of the bribes by the Azure senior personnel causing Azure to cede Azure’s rights to its 

most valuable aspect of the Manufacturing Linked Projects—Azure’s right to sell 2.3 GW of 

power capacity to SECI related to Andhra Pradesh—to Adani Green. 

VIII. AZURE CEDED CONTROL OF ITS INTEREST IN A KEY ASPECT OF 
THE PROJECT BACK TO SECI FOR ADANI GREEN’S BENEFIT. 

136. Following each of the meetings with Gautam Adani, Sagar Adani, and Vneet 

Jaain, Azure senior executives met frequently and strategized about various transaction structures 

to pay Azure’s one-third share of the bribes that Gautam Adani, with Sagar Adani’s assistance, 

had paid or promised to Indian state government officials. 

137. Azure ultimately decided to repay at least a portion of its share of the bribes 

through multiple transactions, including by, as Gautam Adani had discussed, ceding to Adani 

Green all of Azure’s rights to sell 2.3 GW of power to SECI related to Andhra Pradesh.   

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138. To that end, in December 2022 and February 2023, Azure sent letters to SECI 

seeking to withdraw from the Andhra Pradesh portion of the Manufacturing Linked Projects, 

which were the largest—and potentially most profitable—part of the projects.  The letters 

suggested that Azure could not proceed with that part of the projects due to economic reasons—

namely, because Azure believed that a portion of the projects was “unbankable and unviable” 

and “untenable,” such that Azure was “unable to proceed.” 

139. This was a pretext.  The real reason that Azure returned a portion of the Power 

Purchase Agreements was so that it could later be awarded to Adani Green as payment for 

Azure’s portion of the bribes paid or promised on Azure’s behalf. 

140. The pretext worked.  In December 2023, Adani Green publicly announced that it 

had signed a Power Purchase Agreement with SECI for the majority of the 2.3 GW portion of the 

Azure award that Azure had returned to SECI.   

141. The end result of these maneuvers—Azure’s withdrawal from and forfeiture of a 

substantial portion of the Manufacturing Linked Projects and Adani Green’s takeover of nearly 

all of that portion of the projects—was that Azure transferred significant value to Adani Green, 

Gautam Adani, and Sagar Adani in partial satisfaction of Azure’s share of the bribes that Gautam 

Adani and Sagar Adani had paid or promised. 

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

(Both Defendants) 

142. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 141. 

143.  Defendants, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly or recklessly have employed one or more 

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devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained 

money or property by means of untrue statements of a material fact or omissions of a material 

fact necessary in order to make the statements made, in light of the circumstances under which 

they were made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged 

in one or more transactions, practices, or courses of business which operated or would operate as 

a fraud or deceit upon the purchaser. 

144. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. 

§ 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Both Defendants) 

145. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 141. 

146. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one 

or more untrue statements of a material fact or omitted to state one or more material facts 

necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon other persons. 

147. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

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THIRD CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a)(2) 

(Both Defendants) 

148. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 141. 

149. As alleged above, Adani Green violated Securities Act Section 17(a)(2) [15 

U.S.C. § 77q(a)(2)].  

150. Defendants knowingly or recklessly provided substantial assistance to Adani 

Green with respect to its violations of Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].  

151. By reason of the foregoing, Defendants are liable pursuant to Securities Act 

Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Adani Green’s violations of Securities 

Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and, unless enjoined, Defendants will again aid and 

abet these violations. 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5(b) 

(Both Defendants) 

152. The SEC re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 141. 

153. As alleged above, Adani Green violated Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5] thereunder. 

154. Defendants knowingly or recklessly provided substantial assistance to Adani 

Green with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 

10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

155. By reason of the foregoing, Defendants are liable pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Adani Green’s violations of Exchange 

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Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder 

and, unless enjoined, Defendants will again aid and abet these violations. 

PRAYER FOR RELIEF 

 WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment: 

I. 

Permanently enjoining Defendants and their agents, servants, employees and attorneys 

and all persons in active concert or participation with any of them from violating, directly or 

indirectly, Securities Act Section 17(a) and Exchange Act Section 10(b) [15 U.S.C. §§ 77q(a) 

and 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5]; 

II. 

Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

III. 

Permanently prohibiting each Defendant from serving as an officer or director of any 

company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 

78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 

pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) 

[15 U.S.C. § 78u(d)(2)]; and 

IV. 

Granting any other and further relief this Court may deem just and proper.  

  

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JURY DEMAND 

 The Commission demands a trial by jury.  

Dated: New York, New York 
November 20, 2024 

/s/ Antonia M. Apps              . 
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Tejal Shah 
Alison Conn  
Christopher M. Colorado 
Nicholas Karasimas 

 Stewart Gilson 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 

 (212) 336-9143 (Colorado) 

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JS 44   (Rev. 03/24) CIVIL COVER SHEET
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as 
provided by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the 
purpose of initiating the civil docket sheet.    (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS DEFENDANTS

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF 
THE TRACT OF LAND INVOLVED.

Attorneys (If Known)

II. BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff
and One Box for Defendant) (For Diversity Cases Only)

1 U.S. Government 3 Federal Question PTF DEF PTF DEF
Plaintiff (U.S. Government Not a Party) Citizen of This State 1 1 Incorporated or Principal Place 4 4

of Business In This State

2 U.S. Government 4 Diversity Citizen of Another State 2 2 Incorporated and Principal Place 5 5
Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State

Citizen or Subject of a 3 3 Foreign Nation 6 6
Foreign Country

IV. NATURE OF SUIT (Place an “X” in One Box Only) Click here for: Nature of Suit Code Descriptions.
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

110 Insurance PERSONAL INJURY PERSONAL INJURY 625 Drug Related Seizure 422 Appeal 28 USC 158 375 False Claims Act
120 Marine 310 Airplane 365 Personal Injury  - of Property 21 USC 881 423 Withdrawal 376 Qui Tam (31 USC 
130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 3729(a))
140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment
150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 410 Antitrust

& Enforcement of Judgment Slander Personal Injury 820 Copyrights 430 Banks and Banking
151 Medicare Act 330 Federal Employers’ Product Liability 830 Patent 450 Commerce
152 Recovery of Defaulted Liability 368 Asbestos Personal 835 Patent - Abbreviated 460 Deportation

Student Loans 340 Marine Injury Product New Drug Application 470 Racketeer Influenced and
(Excludes Veterans) 345 Marine Product Liability 840 Trademark Corrupt Organizations

153 Recovery of Overpayment Liability PERSONAL PROPERTY LABOR 880 Defend Trade Secrets 480 Consumer Credit
of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud 710 Fair Labor Standards Act of 2016 (15 USC 1681 or 1692)

160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending Act 485 Telephone Consumer
190 Other Contract Product Liability 380 Other Personal 720 Labor/Management SOCIAL SECURITY Protection Act
195 Contract Product Liability 360 Other Personal Property Damage Relations 861 HIA (1395ff) 490 Cable/Sat TV
196 Franchise Injury 385 Property Damage 740 Railway Labor Act 862 Black Lung (923) 850 Securities/Commodities/

362 Personal Injury - Product Liability 751 Family and Medical 863 DIWC/DIWW (405(g)) Exchange
Medical Malpractice Leave Act 864 SSID Title XVI 890 Other Statutory Actions

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 790 Other Labor Litigation 865 RSI (405(g)) 891 Agricultural Acts
210 Land Condemnation 440 Other Civil Rights Habeas Corpus: 791 Employee Retirement 893 Environmental Matters
220 Foreclosure 441 Voting 463 Alien Detainee Income Security Act FEDERAL TAX SUITS 895 Freedom of Information
230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 870 Taxes (U.S. Plaintiff Act
240 Torts to Land 443 Housing/ Sentence or Defendant) 896 Arbitration
245 Tort Product Liability Accommodations 530 General 871 IRS—Third Party 899 Administrative Procedure
290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION Act/Review or Appeal of

Employment Other: 462 Naturalization Application Agency Decision
446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration 950 Constitutionality of

Other 550 Civil Rights Actions State Statutes
448 Education 555 Prison Condition

560 Civil Detainee -
Conditions of 
Confinement

V. ORIGIN (Place an “X” in One Box Only)

1 Original
Proceeding 

2 Removed from
State Court

3 Remanded from
Appellate Court 

4 Reinstated or
Reopened

5 Transferred from
Another District
(specify)

6 Multidistrict
Litigation - 
Transfer

8  Multidistrict
Litigation -
Direct File

VI. CAUSE OF ACTION

Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

Brief description of cause:

VII. REQUESTED IN
COMPLAINT:

CHECK IF THIS IS A CLASS ACTION
UNDER RULE 23, F.R.Cv.P. 

DEMAND $ CHECK YES only if demanded in complaint:

JURY DEMAND: Yes No

VIII. RELATED CASE(S)
IF ANY (See instructions):

JUDGE DOCKET NUMBER

DATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

26 USC 7609

INTELLECTUAL

/s/ Antonia M. Apps

(c) Attorneys (Firm Name, Address, and Telephone Number)

Antonia M. Apps, Tejal Shah, Alison Conn, Christopher M. Colorado, Nicholas 
Karasimas, Stewart Gilson; Securities and Exchange Commission, 100 Pearl St., 
20-100, New York, NY; (212) 336-9143 (Colorado)

Gautam Adani and Sagar Adani

Unknown.

11/20/2024

Case 1:24-cv-08080     Document 1-1     Filed 11/20/24     Page 1 of 2 PageID #: 40



CERTIFICATION OF ARBITRATION ELIGIBILITY
Local Arbitration Rule 83. provides that with certain exceptions, actions seeking money damages only in an amount not in excess of $150,000,
exclusive of interest and costs, are eligible for compulsory arbitration. The amount of damages is presumed to be below the threshold amount unless a
certification to the contrary is filed.

I, __________________________________________, counsel for____________________________, do hereby certify that the above captioned civil action is ineligible for
compulsory arbitration for the following reason(s): 

DISCLOSURE STATEMENT - FEDERAL RULES CIVIL PROCEDURE 7.1

RELATED CASE STATEMENT (Section VIII on the Front of this Form)

If this is a Fair Debt Collection Practice Act case, specify the County in which the offending communication was
received:______________________________.

(Note: A corporation shall be considered a resident of the County in which it has the most significant contacts)

BAR ADMISSION

Signature /s/ Antonia M. Apps

Antonia M. Apps Securities and Exchange Comm'n

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