Adani Green / Azure Power: The Project Exit Alleged to Repay Bribes

The Securities and Exchange Commission asked for civil penalties of $6 million for Adani Green’s chairman and $12 million for its executive director over investor statements allegedly concealing a solar-contract bribery scheme. The Adani Green / Azure Power FCPA case connects promises to investors with alleged payments for Indian power purchases.

The commission brought separate civil actions over investor statements and bribe authorization, while the Justice Department brought criminal charges against individuals connected to the companies. If you worked on the power contracts, financing documents or board presentations, you may recognize the gap between the commercial explanation and the deal being discussed inside.

Solar Contracts Needed State Buyers

The alleged bribes were meant to solve a sales problem: state electricity distributors were reluctant to buy expensive solar power. The SEC’s account of the complaints alleged that Adani Green’s chairman and executive director paid or promised bribes to Indian government officials to secure commitments to purchase energy at above-market rates, benefiting both Adani Green and Azure Power.

The criminal indictment explains the commercial structure. The Solar Energy Corporation of India, a company under India’s renewable-energy ministry, stood between the energy producers and state electricity distributors. A power sale agreement committed a distributor to buy from that corporation. A power purchase agreement committed a producer to supply it. Those were different contracts with different decision-makers.

According to the indictment, the solar award covered 12 gigawatts, with eight allocated to an Adani Green subsidiary and four to Azure. But the high prices made state buyers difficult to find, and the government intermediary would not sign the corresponding purchase agreements without buyers for the electricity. Winning the award had left the companies with a valuable opportunity that still needed customers.

The indictment alleged approximately $265 million in bribes offered or promised to unlock the purchases. It also said Azure anticipated more than $2 billion in after-tax profits over approximately 20 years from the project. That was the commercial incentive behind the alleged payments: turn a stalled award into long-term sales to state-owned customers.

The alleged tracking was unusually concrete: bribery priced by the megawatt. The indictment said Adani Green’s executive director used his phone to record the state or region, the bribe offered and the power volume expected in return, often including a bribe rate per megawatt and the officials’ abbreviated titles. For someone who knew the project pipeline, those notes could connect an official’s decision to a particular block of electricity sales.

The Bond Offering Sold an Anti-Bribery Promise

The Securities and Exchange Commission alleged that Adani Green’s September 2021 bond offering raised $750 million, including approximately $175 million from U.S. investors, while the bribery scheme was operating. Its offering materials described anti-corruption and anti-bribery efforts that the SEC alleged were materially false or misleading. The investor-facing assurance was part of the capital raise.

The criminal indictment supplied a sharper detail about who approved that assurance. It alleged that the executive director and then-chief executive reviewed and approved an offering circular touting the risk management committee’s oversight of bribery and corruption. Both were members of that committee, and the indictment alleged both were participating in the bribery scheme at the time.

We find that a remarkable safeguard: according to the indictment, members of the committee overseeing bribery risks were helping arrange the bribes. Investors were being sold their oversight as protection. A compliance statement becomes much more revealing when an insider can connect it to the people who approved it and the project decisions they already knew about.

The indictment also described financing checks that generated their own records. Banks arranging the bond sent a due diligence questionnaire asking about Foreign Corrupt Practices Act compliance and unlawful payments to officials, conducted management sessions, and sought final confirmation before launch that the answers remained accurate. Drafts, responses and approval emails give a finance or compliance employee a different view of the alleged scheme from the one available to someone negotiating power contracts.

The Azure Board Role and the Separate FCPA Allegation

The Securities and Exchange Commission’s November 2024 actions pursued different conduct by different people. Its action against Adani Green’s chairman and executive director concerned securities fraud, including the bond-offering statements. Its separate Foreign Corrupt Practices Act action concerned a former Azure Power board member who allegedly facilitated authorization of bribes while in the United States and abroad.

The U.S. connections were concrete: American investors bought into the Adani Green offering, and Azure Power’s stock traded on the New York Stock Exchange during the alleged scheme. The commission acknowledged assistance from the Justice Department and FBI.

The October 2024 criminal indictment charged Adani Green’s chairman, executive director and then-chief executive with fraud involving securities and financing. Its Foreign Corrupt Practices Act conspiracy charge concerned Azure executives and people working for companies associated with a Canadian institutional investor.

The indictment described that investor as managing public retirement and insurance funds, with its subsidiary holding a majority stake in Azure. It alleged that investor-side participants learned about payments tied to the power contracts and became involved in arranging reimbursement.

A Project Exit as Alleged Bribe Repayment

The indictment alleged that Azure’s share of the bribes could be satisfied by giving up valuable power contracts. After an April 2022 meeting, the consultant who later became Azure’s acting chief executive prepared PowerPoint and Excel analyses comparing ways to compensate Adani Green for bribes allegedly promised on Azure’s behalf. The options included a direct payment described as a “Development Fee,” transferring project agreements and entering a joint venture under which Adani Green would build and operate Azure’s projects.

The proposed transfer concerned 2.3 gigawatts of power purchase agreements linked to Andhra Pradesh. According to the indictment, Azure would return those agreements to the government intermediary with the understanding that an Adani Green subsidiary would acquire the project. Giving up the contracts would transfer value toward Azure’s alleged share of the bribes.

Board approval required an explanation. The indictment alleged that the participants presented ongoing litigation and deteriorating project economics as reasons for returning the agreements, concealing the alleged reimbursement arrangement. The indictment said Adani Green personnel secretly influenced the reallocation process, including by obtaining and revising internal documents at the government intermediary. It described March 2024 letters terminating Azure’s agreements and authorizing reallocation to an Adani Green subsidiary.

The alleged arrangement puts the board presentation beside the private calculation. We would want to understand why a company said it was abandoning a project, what value it was surrendering, and who expected to receive that value. A project exit can tell a payment story even when the proposed consideration is a contract rather than a bank transfer.

A narrower India parallel appears in the Justice Department’s Liberty Mutual declination letter. The department reported evidence that Liberty General Insurance, Liberty Mutual’s Indian subsidiary, paid officials at six state-owned banks to obtain customer referrals, using intermediaries and classifying payments as marketing expenses. That matter and the alleged development fee here direct attention to the same question: what business decision was the stated expense actually buying?

The Investigation’s Missing Side of the Story

The criminal indictment alleged an effort to control what investigators learned about the scheme. It said an internal investigation initiated in August 2022 was used to create an appearance of transparency while participants withheld their own involvement and the plan to pay for the contracts Azure intended to retain.

According to the indictment, the participants selectively disclosed demands for bribe money from Adani Green executives while concealing their own agreement to participate. It also alleged deletion or concealment of electronic messages, emails and a PowerPoint analyzing payment options. The indictment also alleged false denials during meetings with the FBI, the Justice Department and the Securities and Exchange Commission.

That allegation matters to someone whose work passed through the internal review. The investigative account could contain accurate information about a demand and still omit who agreed to meet it. We compare what the review was told with the approvals, analyses and communications that already existed, including what was kept from the board.

The Proposed SEC Civil Penalties

The proposed civil penalties announced on May 14, 2026 concerned the executives’ statements about the bond offering. We see a striking gap between those proposed payments and the scale of the financing they allegedly helped sell. The offering proceeds, alleged bribe promises and Azure’s projected profits show how much business depended on the assurances and the power contracts.

What an Insider Can Connect

The useful whistleblower evidence connects a business decision to the payment or promise behind it and the explanation given to someone else. Here, a project employee may recognize the purchase commitment and the official who could secure it. A finance employee may recognize the offering language and the answers supplied to banks. An investment or board-support employee may know how the proposed project exit was valued and explained.

Those roles leave different records. Ownership and voting arrangements show who could approve a transaction, while payment approvals, invoices, ledger entries and messages can connect the stated purpose to the intended beneficiary. We bring those pieces together with the person who understands what they meant inside the business, including how information changed as it moved toward investors or investigators.

Do Corporate Whistleblower Laws Deter Accounting Fraud?, a 2019 working paper hosted by MIT Sloan, found a lower likelihood of accounting fraud among companies exposed to state False Claims Acts through state pension-fund ownership. In a smaller sample, it found little evidence that increased internal-audit investment explained the change. Its comparison points to something a polished control description can miss: the possibility that someone inside will tell a fuller story.

The reward depends on the kind of case. A whistleblower case under the False Claims Act can pay 15% to 30% of what the government recovers. For securities enforcement, the SEC whistleblower program can pay whistleblowers 10% to 30% of collected sanctions. We build the case with you around what you know about the contracts, the payments and the promises to investors.

You Know the Deal Behind the Presentation

If you know why a power contract changed hands, what a financing assurance concealed or what an internal review left out, talk with our whistleblower experts. We build the matter around your knowledge, bring in FCPA whistleblower lawyers who understand foreign bribery and investor disclosures, and stand beside you throughout the case.