SEBI closes Religare open-offer non-cooperation case with no order

The Enforcement Action

The Securities and Exchange Board of India (SEBI) on 31 July 2026 disposed of the interim order cum show-cause notice it had issued on 19 June 2024 against Religare Enterprises Limited (REL) and six of its then directors, closing the long-running matter without issuing any directions. The final order, numbered QJA/BS/CFD/CFD-RAC-DCR1/32546/2026-27 and signed by Quasi Judicial Authority Biju S. in Mumbai, was passed under sections 11(1), 11B(1) and 11(4) of the SEBI Act, 1992 read with regulation 32 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The proceedings concerned the open offer made by the Burman group for REL, a listed core investment company registered with the Reserve Bank of India as a non-deposit-taking NBFC. SEBI's 2024 interim order had alleged that REL and its board failed to co-operate with the open offer process, potentially denying shareholders the chance to participate. The noticees named were REL; its then Executive Chairperson Ms. Rashmi Saluja; and directors Mr. Malay Kumar Sinha, Mr. Hamid Ahmed, Mr. Praveen Kumar Tripathi, Mr. Ranjan Dwivedi and Ms. Preeti Madan.

In the final order, SEBI held that the directions in its interim order had a single purpose, to facilitate the open offer, and that with the offer completed and control of REL transferred more than a year earlier, "no directions are warranted". Because powers under sections 11 and 11B are remedial rather than punitive, and the alleged irregularity had been cured, SEBI disposed of the notice without penalty, debarment or any other sanction.

The noticees had contested the allegations in written and oral submissions, and those responses are recorded in the order and summarised below.

How the Scheme Worked

Per the order, the Burman group entities, namely M.B. Finmart Private Limited, Puran Associates Private Limited, VIC Enterprises Private Limited and Milky Investment & Trading Company, were public shareholders of REL, together holding 21.54% before a public announcement on 25 September 2023. On that date they placed orders through JM Financial Services to buy up to 5.27% more, which would have pushed their stake past 25% and triggered a mandatory open offer under regulations 3(1) and 4 of the SAST Regulations.

The resulting open offer sought a further 9,00,42,541 shares, or 26% of the expanded voting capital, at INR 235 apiece, for a total consideration of about INR 2,116 crore (INR 21,15,99,97,135 as stated in the order). REL, which the order notes has no identifiable promoters, is listed on the BSE, NSE and MSEI.

According to the order, between October 2023 and June 2024 REL made repeated representations objecting to the offer and questioning whether the acquirers were "fit and proper". The acquirers wrote to SEBI on 27 December 2023 and 14 February 2024 alleging "a complete absence of co-operation". After hearing REL, the committee of independent directors and the regulators, SEBI issued letters on 31 May 2024 advising REL to apply to the RBI, IRDAI and SEBI for the statutory approvals needed for the offer to proceed, within 15 days. REL's letters of 10 and 11 June 2024 contested SEBI's jurisdiction and argued it was not obliged to seek RBI approval.

SEBI then issued its interim order cum show-cause notice on 19 June 2024, directing the noticees to furnish an undertaking to apply to the regulators by 12 July 2024, to facilitate the acquirers, and to constitute a committee of independent directors if not already done. The order records that the open offer was completed on 13 February 2025, the Burman entities were reclassified as promoters on 18 February 2025, and Ms. Saluja ceased to be Executive Chairperson with effect from 7 February 2025.

In their replies, the independent directors submitted they had relied on representations made by the then chairperson and had acted on independent legal advice; Ms. Saluja submitted that the target company had no positive duty to seek approvals and that the committee had functioned independently. SEBI noted these competing claims but found they did not require determination once the core issue was resolved.

The Law Invoked

The interim order had alleged that REL violated regulation 26 of the SAST Regulations, which requires a target company's committee of independent directors to give shareholders reasoned recommendations on an open offer, and regulation 4(2)(a) and (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which concern recognising stakeholders' rights and encouraging co-operation between a listed entity and its stakeholders.

The directors were alleged to have violated section 27 of the SEBI Act, which deals with the liability of persons in charge of a company's affairs, and regulation 4(2)(f) of the LODR Regulations, which places a duty on the board to treat all shareholders fairly.

The final order itself was passed under sections 11(1), 11B(1) and 11(4) of the SEBI Act read with regulation 32 of the SAST Regulations. SEBI relied on Securities Appellate Tribunal rulings in PWC and Ors. vs. SEBI (9 September 2019) and Mr. Mritunjay Kumar vs. SEBI (2 November 2012), both of which hold that directions under sections 11 and 11B are "preventive and remedial in nature and not punitive".

What Happens Next

Because SEBI disposed of the notice without directions, there is no penalty, disgorgement or debarment to comply with, and the order took effect immediately. Copies were directed to be served on the noticees, the stock exchanges, the depositories, the RBI and the IRDAI.

Any person aggrieved by a SEBI order of this kind may appeal to the Securities Appellate Tribunal under section 15T of the SEBI Act, and thereafter to the Supreme Court on a question of law. As the order grants closure without sanction, an appeal by the noticees is not the usual course, although the general appeal route remains open to any aggrieved person.

The order also records that separate matters concerning the former chairperson, including proceedings before other authorities referred to in the parties' submissions, fall outside the scope of these proceedings, and SEBI declined to make any finding on them. Those remain separate and, where at an investigation or pre-conviction stage, are allegations subject to due process rather than findings of guilt.

What It Means

For REL's shareholders, the practical effect of the order is closure of the regulatory cloud over the 2023 to 2025 open-offer battle: the offer has completed, control has passed to the Burman group, and SEBI has ended the non-cooperation proceedings without sanctioning the company or its former board. The order is a reminder that SEBI's powers under sections 11 and 11B are designed to correct a defect in market conduct, not to punish once that defect has been cured.

The wider lesson for minority investors concerns the open-offer mechanism itself. An open offer under the SAST Regulations exists to give public shareholders an exit at a declared price when control of a listed company changes hands. The committee of independent directors is required to publish a reasoned recommendation so shareholders can decide whether to tender their shares. Investors in any target company can read that recommendation, the letter of offer and the detailed public statement, all filed with the exchanges, before making a decision.

Investors can verify a company's regulatory standing and disclosures through the BSE and NSE websites and SEBI's own portal, and can check an intermediary's registration on SEBI's list of registered entities. Where control of a regulated entity such as an NBFC or insurer is involved, sectoral approvals from the RBI or IRDAI are a normal part of the process, and their status is a material factor for any shareholder weighing an offer.

FAQ

What exactly did SEBI order?

SEBI disposed of its 19 June 2024 interim order cum show-cause notice against Religare Enterprises and six directors without issuing any directions. It found that the directions originally sought were only to facilitate the Burman group open offer, which had since completed, so no remedial action was warranted. No penalty, debarment or disgorgement was imposed.

Does this mean the people named are cleared of all allegations?

The order resolves only the specific non-cooperation proceedings before SEBI. It records that separate matters concerning the former chairperson fall outside its scope and makes no finding on them. A show-cause notice or any other allegation not decided here contains allegations, not findings of guilt; those named are presumed innocent unless and until proven guilty, and due process continues.

What was the open offer about?

Per the order, the Burman group sought to acquire 26% of REL's expanded voting capital, that is 9,00,42,541 shares at INR 235 each, or about INR 2,116 crore, after its shareholding crossed the threshold that triggers a mandatory open offer under the SAST Regulations. The offer completed on 13 February 2025 and the acquirers were reclassified as promoters.

Can the order be appealed?

Yes. Any person aggrieved by a SEBI order may appeal to the Securities Appellate Tribunal under section 15T of the SEBI Act within the prescribed period, and thereafter to the Supreme Court on a question of law.

How can I check a company's open-offer disclosures?

Open-offer documents, namely the public announcement, detailed public statement, letter of offer and the independent directors' recommendation, are filed with the BSE and NSE and are available on the exchange websites and SEBI's portal. Shareholders should read the committee's reasoned recommendation before deciding whether to tender.

Where can I read the official order?

The final order dated 31 July 2026 is published on SEBI's website under its enforcement orders section, at the official SEBI page for the matter.

This report is based on the official SEBI final order dated 31 July 2026 in the matter of Religare Enterprises Limited, passed by SEBI's Quasi Judicial Authority under the SEBI Act and the SAST Regulations. It was surfaced via SEBI's enforcement-orders feed.