Revealed: Why Gautam Adani stepped down from Adani Ports as Executive Chair

Dubai: The Adani Group clarified that the decision to re-designate Gautam Adani from Executive Chairman to Non-Executive Chairman of Adani Ports and Special Economic Zone Ltd (APSEZ) was made to comply with corporate governance laws and allow him to focus on other group businesses.

In an exclusive statement to Gulf News, the company said: “This change ensures compliance with the applicable provisions of the Companies Act, which restrict key managerial personnel from holding executive positions in more than one company simultaneously.

"Given that APSEZ already has two executive directors — a Managing Director and a Whole-Time Director & CEO — this re-designation will also enable Mr Adani to devote greater attention to the strategic direction and growth of other entities within the Adani Group. Mr Adani continues to serve as the Chairman of APSEZ.”

The move is in line with Section 203 of India’s Companies Act, 2013, which places strict limits on key managerial personnel (KMPs) holding multiple executive roles. The law states that a whole-time KMP—such as a CEO, Managing Director, or Whole-Time Director—cannot simultaneously occupy a similar position in more than one company, with limited exceptions.

One such exception allows a KMP to hold an executive position in a subsidiary company. Additionally, a person may serve as a managing director or manager in up to two companies, but only if approved unanimously by their Board of Directors. However, these restrictions do not apply to non-executive roles, which is why Adani’s transition to a non-executive chairman position at APSEZ remains fully compliant.

These provisions are intended to ensure that top-level executives can dedicate adequate attention to a company’s governance and day-to-day operations. Non-compliance with these rules can lead to legal penalties for both the company and the individuals involved.

Gautam Adani’s shift to a non-executive role comes as APSEZ continues to report strong operational performance, including a 21% jump in revenue in the latest quarter. However, the stock fell nearly 2% following the announcement.

The clarification to Gulf News follows his re-designation earlier today, amid growing speculation over its timing amid multiple ongoing investigations in the U.S, as reported by multiple media in recent months.