Galactico Corporate Services Gears Up for Restructuring Amidst New SEBI Merchant Banker Regulations

Category I MBs require ₹50 crore net worth, ₹12.5 crore liquid net worth, while Category II need ₹10 crore net worth, ₹2.5 crore liquid net worth.
Galactico Corporate Services Limited's Board of Directors met on February 25, 2026, to navigate the significant implications of the SEBI (Merchant Bankers) Amendment Regulations, 2025.

Reader Takeaway: Company adapts to stricter SEBI norms; restructuring and capital compliance pose execution challenges.

What just happened (today’s filing)

Galactico Corporate Services Limited convened a board meeting on February 25, 2026, to address the recently notified SEBI (Merchant Bankers) Amendment Regulations, 2025.

The primary agenda item was to strategize the company's adaptation to these new regulations.

Key decisions focused on initiating corporate restructuring and ensuring compliance with revised capital adequacy and minimum liquid net worth requirements.

An operational review of SEBI-regulated and non-SEBI-regulated activities is also planned.

Why this matters

The SEBI (Merchant Bankers) Amendment Regulations, 2025, represent a significant overhaul of the merchant banking landscape in India, introduced to enhance governance, transparency, and institutional capacity [1, 5, 6].

These amendments mandate stricter capital requirements, re-categorize merchant bankers, and introduce clear operational guidelines and restrictions on outsourcing core functions [1, 5, 9, 31].

For Galactico, and other merchant bankers, compliance means a fundamental review of business models, financial positioning, and operational frameworks to meet these elevated standards.

The backstory (grounded)

Galactico Corporate Services has been actively managing its capital structure. In July 2025, the company approved a rights issue aimed at raising up to ₹6 crore, alongside a proposal to increase its authorized share capital from ₹15 crore to ₹20 crore [13].

The company previously reviewed and subsequently cancelled a proposed demerger scheme in April 2025 [18, 25].

However, recent financial assessments have pointed to a lacklustre performance, with concerns about tight liquidity and reliance on non-operating income. Net sales have reportedly declined annually, and operating profit has contracted [23, 28].

What changes now

• Corporate Restructuring: The company will undertake a comprehensive review and restructuring of its business, including non-core activities.
• Capital Compliance: Phased implementation of measures to meet the revised minimum net worth (₹10-₹50 crore) and liquid net worth (₹2.5-₹12.5 crore) requirements is crucial.
• Operational Frameworks: A review and potential overhaul of operational processes for both SEBI-regulated and non-SEBI-regulated business segments are anticipated.
• Regulatory Alignment: Processes will be adjusted to align with new SEBI directives on core function segregation, principal officer responsibilities, and governance standards.

Risks to watch

• Execution Risk: Successfully implementing corporate restructuring and operational changes while maintaining business continuity can be challenging.
• Financial Health: Meeting the significantly increased capital and liquid net worth requirements may strain the company's current financial position, especially given recent liquidity concerns [23, 28].
• Regulatory Hurdles: Obtaining all necessary approvals for restructuring and compliance measures from SEBI and other regulatory bodies.
• Market Adaptation: Adapting business models to new permitted activities and restrictions under the amended regulations.

Peer comparison

Galactico operates in a sector populated by established players like SPA Capital Advisors Ltd. and Ambit Private Limited, as well as larger entities like ICICI Securities Ltd. [10, 14, 15, 16].

These peers are also subject to the same SEBI (Merchant Bankers) Amendment Regulations, 2025, necessitating similar strategic reviews, capital infusions, and potential restructuring to align with the enhanced compliance regime.

The new regulations are expected to drive consolidation and raise the bar for all participants in the merchant banking space.

Context metrics (time-bound)

• Category I Merchant Bankers must now maintain a minimum net worth of ₹50 crore and a liquid net worth of ₹12.5 crore, effective from early 2026.
• Category II Merchant Bankers face revised requirements of ₹10 crore minimum net worth and ₹2.5 crore liquid net worth, also effective from early 2026.

What to track next

• Implementation Milestones: Monitor the progress and timelines for the proposed corporate restructuring and operational changes.
• Capital Infusion Plans: Watch for concrete plans and execution of measures to meet the new capital and liquid net worth requirements.
• Regulatory Approvals: Track the progress of obtaining necessary approvals from SEBI and other relevant authorities for the planned changes.
• Operational Efficiency: Assess how the company integrates new frameworks for SEBI-regulated and non-SEBI-regulated activities.
• Financial Health: Keep an eye on the company's financial performance and liquidity post-restructuring and compliance efforts.