SEBI Revises Merchant Banker Rules, Introduces Capital Adequacy Norms

December 13, 2025
Current Context:On 3 December 2025, SEBI announced a major reform of the Merchant Bankers Regulations, 1992.
SEBI Revises Merchant Banker Rules, Introduces Capital Adequacy Norms
  • Effective 1 January 2026, the flat ₹5 crore net worth rule was replaced with a two‑tier, risk‑based capital adequacy model.
  • Category 1 MBs: ₹50 crore net worth, eligible for all activities including Main‑board IPOs, with ₹12.5 crore cumulative revenue (3 years) and 25% liquid net worth.
  • Category 2 MBs: ₹10 crore net worth, barred from Main‑board IPOs, with ₹2.5 crore cumulative revenue (3 years) and 25% liquid net worth.
  • Underwriting obligations capped at 20x liquid net worth to prevent over‑leveraging and ensure cash availability.
  • Merchant bankers can now perform non‑regulated, fee‑based advisory activities within the same entity.
  • ESOP and sweat equity valuations shifted to Independent Registered Valuers, enhancing transparency and investor protection.

Question:

Q1. From when will SEBI’s revised risk-based capital adequacy norms for merchant bankers come into effect?
a) 3 December 2025
b) 13 December 2025
c) 1 January 2026
d) 1 April 2026

Answer: c) SEBI announced that the revised two-tier, risk-based capital adequacy framework will be effective from 1 January 2026.

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