Sebi Squeeze: India's Merchant Banks Face Consolidation Over New Rules

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AuthorAarav Shah|Published at:
Sebi Squeeze: India's Merchant Banks Face Consolidation Over New Rules
Overview

India's capital markets regulator, Sebi, is implementing stringent new norms for merchant bankers. The framework demands enhanced net worth and revenue generation, signaling a significant contraction in the industry. This move aims to weed out inactive players, bolster balance sheets, and reduce systemic risk, likely triggering consolidation among firms.

Sebi Tightens Grip on Merchant Banking

Securities and Exchange Board of India (Sebi) is set to reshape India's merchant banking sector with a comprehensive overhaul of its regulatory framework. The new rules, effective from January 3, 2026, are designed to prune inactive players and strengthen the industry's financial resilience. Of the 238 registered merchant bankers, a mere 113 handled any issue in 2025, with many managing only a handful of offerings.

Tiered Categorization and Capital Requirements

The regulator has introduced a two-tier categorization for merchant bankers. Category I firms must achieve a net worth of ₹50 crore and liquid net worth of ₹12.5 crore by January 2028, with interim targets set for January 2027. Category II bankers face lower, yet increased, thresholds. Firms failing to meet Category I norms will be relegated to Category II, while those unable to meet Category II standards will be barred from new issuances.

Revenue and Operational Mandates

For the first time, Sebi has mandated a minimum revenue requirement, with Category I bankers needing ₹25 crore and Category II ₹5 crore from permitted activities over a three-year period, effective April 2029. Core merchant banking activities, including IPOs and debt issuances, form the revenue backbone. The rules also tighten capital definitions and cap underwriting exposure, linking balance sheet strength to risk appetite. Staffing and governance standards have also been elevated, requiring qualified professionals and independent compliance officers, while outsourcing of core activities is now prohibited.

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