Addendum to the Final Order dated August 19, 2025 in the matter of Swaraj Shares and Securities Private Limited

Description

SEBI clarifies that Swaraj Shares and Securities Private Limited may complete ongoing open offer assignments despite registration suspension, subject to specific safeguards.

Summary

SEBI issued an addendum to its Final Order dated August 19, 2025 that suspended the registration certificate of Swaraj Shares and Securities Private Limited (SEBI Registration No. INM000012980) for 3 months. The addendum clarifies that the suspended entity may complete ongoing open offer assignments where public announcements have already been made, subject to specific safeguards to protect investor interests.

Key Points

• Original order suspended Swaraj Shares and Securities Private Limited’s merchant banker registration for 3 months from August 19, 2025
• Addendum allows completion of ongoing open offers where public announcement has already been made
• Safeguards required: disclosure of SEBI order to clients and explicit client consent to continue
• Clarification issued to prevent prejudice to investor interests in ongoing regulatory processes

Regulatory Changes

No new regulatory changes introduced. This is a clarification to an existing suspension order to address practical implementation issues with ongoing open offers.

Compliance Requirements

For Swaraj Shares and Securities Private Limited to complete ongoing open offer assignments:

• Must disclose the SEBI Order dated August 19, 2025 to acquirers/clients whose assignments are pending completion
• Must obtain explicit consent from respective acquirers/clients to continue as Merchant Banker for limited purpose of completing ongoing assignments
• Limited scope: only for completing open offers where public announcement has already been made

Important Dates

• August 19, 2025: Date of original Final Order suspending registration
• August 22, 2025: Date of this addendum/clarification
• Original suspension period: 3 months from August 19, 2025

Impact Assessment

The addendum provides necessary flexibility to prevent disruption of ongoing open offer processes that could harm public shareholders’ exit opportunities. It balances regulatory enforcement with investor protection by allowing completion of processes already in motion while maintaining oversight through required disclosures and client consent.

Impact Justification

Provides regulatory clarification for ongoing open offers to protect investor interests despite merchant banker suspension