
Merchant bankers get until December 31 to set up separate business units after Sebi extended compliance deadlines. Net worth timelines also pushed to March 2027 and March 2028.
India's markets regulator gave merchant bankers more than five months to spin off separate business units, extending the original July 3 deadline to December 31, according to a circular published Thursday. The Securities and Exchange Board of India shifted the date after the industry complained it could not set up the required systems in time.
The net worth and liquid net worth compliance timelines moved too. Phase I of the higher net worth requirement now falls due March 31, 2027 instead of January 2, 2027. Phase II shifts to March 31, 2028 from January 2, 2028. The same two dates apply to liquid net worth. Sebi also extended the deadline for merchant bankers to tell the regulator whether they classify as Category I or Category II firms; that deadline is now March 31, 2027.
The regulator said the changes followed representations from market players who cited operational difficulties in implementing the separate business unit framework. Some firms asked for compliance deadlines to align with the financial year end, Sebi noted.
The rules originate from the Sebi (Merchant Bankers) Regulations, 2025, notified on December 5. They revised net worth and liquid net worth thresholds and introduced a structure that requires investment banking, advisory and underwriting activity to sit in separate units. The intent is to reduce conflicts and improve transparency. Category I firms can lead-manage public issues; Category II firms can act only as co-managers or advisors.
Setting up an SBU involves legal restructuring, separate accounting and new compliance processes. For smaller merchant bankers, the cost and complexity are higher. The extension gives them roughly two extra quarters to build those systems. The net worth requirements are also substantial: liquid net worth must be held in cash or near-cash assets, making it a stricter test of financial strength than total net worth.
What the delay means for the IPO pipeline is less clear. Merchant bankers are the gatekeepers for public offerings. If compliance pressure had forced some firms to pause underwriting, the extension removes that near-term risk. The underlying burden remains, and firms still need to meet the new dates. Sebi did not indicate any further extensions. The next concrete marker is December 31 for the SBU transfer.
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