Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026

CIRCULAR HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 June 11, 2026 To, All Registered Merchant Bankers (MBs) Madam/Sir, Subject: Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026 1. SEBI (Merchant Bankers) (Amendment) Regulations, 2025 (“MB Amendment Regulations”) were notified on December 05, 2025, inter alia, revising the net worth and liquid net worth requirements applicable to Merchant Bankers and introducing Regulation 13A relating to activities that may be undertaken by Merchant Bankers and segregation of other activities through Separate Business Units (“SBUs”). 2. In this regard, SEBI issued Circular No. HO/49/11/11(106)2025-CFD-RAC- DIL3/I/1796/2026 dated January 02, 2026 (“MB Circular”), inter alia, specifying the operational framework, implementation timelines and compliance requirements for Merchant Bankers. 3. Based on representations received from the industry highlighting operational challenges in establishing the necessary systems and processes for implementation of the SBU framework and seeking alignment of the compliance timeline for net worth and liquid net worth requirements with the end of the financial year, it has been decided to grant additional time for compliance with the aforesaid requirements. 4. Accordingly, the timelines prescribed under the MB Circular dated January 02, 2026 shall be as under: S. Existing Requirement New Timeline no. Timeline Transfer of activities to Separate Business Unit(s) in terms of a. December 31, Regulation 13A(2) of the MB July 03, 2026 2026 Regulations and Clause 11.2.1 of the MB Circular b. C ompliance with Clause 11.2.10 of December 31, July 03, 2026 the MB Circular 2026 Compliance with net worth c. January 02, requirements under Regulation 7 of March 31, 2027 2027 the MB Regulations – Phase I Page 1 of 2S. Existing Requirement New Timeline no. Timeline Compliance with net worth d. January 02, requirements under Regulation 7 of March 31, 2028 2028 the MB Regulations – Phase II Compliance with liquid net worth e. January 02, requirements under Regulation 7A March 31, 2027 2027 of the MB Regulations – Phase I Compliance with liquid net worth f. January 02, requirements under Regulation 7A March 31, 2028 2028 of the MB Regulations – Phase II Intimation to SEBI regarding g. January 02, categorisation as Category I or March 31, 2027 2027 Category II Merchant Banker 7. All other provisions of the MB Circular dated January 02, 2026 shall remain unchanged and shall be complied by Merchant Bankers. 8. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 45 of the SEBI (Merchant Bankers) Regulations, 1992. 9. This circular is available on the SEBI website at www.sebi.gov.in under the category “Legal” and under the drop-down “Circulars”. 10. This circular is issued with the approval of the competent authority. Yours faithfully, Vimal Bhatter Deputy General Manager Corporation Finance Department Tel no.: 022-40459386/022-26449386 Email ID: vimalb@sebi.gov.in ************* Page 2 of 2