Marwadi Chandarana Intermediaries Brokers Ltd Vs Securities and Exchange Board of India (Securities Appellate Tribunal Mumbai)
The appeal was filed by Marwadi Chandarana Intermediaries Brokers Private Limited against SEBI’s communication dated 30.01.2026 addressed to the appellant’s Merchant Banker, conveying SEBI’s comments and directing that an open offer be proceeded with.
The appellant was engaged in stock broking and merchant banking services and sought to acquire control of TruCap Finance Limited, an NBFC listed on BSE and NSE. For this purpose, it entered into a Share Purchase Agreement (SPA) and Securities Subscription Agreement (SSA), both dated 26.05.2025. Under the SPA, the appellant agreed to acquire 3,68,00,220 equity shares, representing 15.26% of the emerging share capital of the target company, from the promoters and promoter group at ₹4.07 per equity share, for a maximum consideration of up to ₹14,97,76,896, subject to necessary statutory approval from RBI. The SSA concerned preferential allotment of 9,37,00,000 warrants at ₹9.88 per warrant, convertible into equity shares.
A public announcement relating to the open offer was made on 26.05.2025, followed by a Detailed Public Statement on 02.06.2025. The appellant filed a draft letter of offer with SEBI on 09.06.2025. Subsequently, the SPA and SSA were terminated on 22.09.2025 and SEBI was informed. On 24.09.2025, the Merchant Banker informed SEBI that the appellant would not proceed with acquisition of the target company and sought withdrawal of the open offer. The appellant again formally sought permission to withdraw the open offer on 06.10.2025. SEBI informed the Merchant Banker on 27.10.2025 that the open offer could not be withdrawn. The appellant thereafter made a further representation on 04.11.2025, followed by further correspondence, and submitted a detailed note to SEBI on 22.01.2026.
