SEBI’s Updated Master Circular for Merchant Bankers – Consolidated Compliance Framework
The Securities and Exchange Board of India has released an updated Master Circular for entities registered as Merchant Bankers under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. This revised framework consolidates multiple earlier circulars into a single, comprehensive document, making it easier for Merchant Bankers and other market participants to understand and implement regulatory requirements.
The Master Circular, originally issued on 26 September 2023 and last revised on 14 July 2026, has been aligned with the latest amendments notified on 5 December 2025 to the Merchant Bankers Regulations, which took effect from 3 January 2026.
Background and Regulatory Context
Evolution of SEBI’s approach to Merchant Bankers
Over time, SEBI has issued several circulars to regulate the functioning, conduct, and obligations of Merchant Bankers. These circulars were released at different points, often in response to market developments, regulatory amendments, and the need for enhanced investor protection.
However, the scattered nature of these instructions made it challenging for Merchant Bankers to track all applicable directions. To address this, SEBI has now brought together the operative provisions relevant to Merchant Bankers into a single Master Circular.
Objective of issuing the Master Circular
The primary goals of this updated Master Circular are:
- To bring all effective directions applicable to Merchant Bankers under the
SEBI (Merchant Bankers) Regulations, 1992into one consolidated document. - To ensure that the regulatory framework is fully consistent with the amendments to the MB Regulations notified on 5 December 2025 and operative from 3 January 2026.
- To incorporate and harmonize provisions of specific SEBI circulars relating to online registration and amended compliance requirements.
By doing this, SEBI intends to promote regulatory clarity, reduce interpretational gaps, and facilitate smoother compliance for registered Merchant Bankers.
Circulars and Notifications Integrated into the Master Circular
Alignment with Amendments to MB Regulations
The Master Circular has been expressly updated to reflect the amendments made to the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 via the notification issued on 5 December 2025, which came into force from 3 January 2026.
This alignment ensures that:
- Any new obligations or procedural changes introduced under the amended Regulations are mirrored in the Master Circular.
- Previously issued SEBI instructions that conflict with the amended Regulations are either updated or rescinded to the extent of inconsistency.
Incorporation of Key SEBI Circulars
The updated Master Circular also consolidates and incorporates provisions from the following SEBI circulars:
Circular dated 2 May 2017
- Reference:
SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 - Subject: Online Registration Mechanism for Securities Market Intermediaries
- Relevance for Merchant Bankers: This circular laid down the framework for online filing, processing and management of registration applications and related submissions for intermediaries, including Merchant Bankers.
- Reference:
Circular dated 2 January 2026
- Reference:
HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 - Subject: Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
- Impact: This circular detailed the follow-up compliance requirements, documentation standards and procedural changes that Merchant Bankers would need to observe due to the amendments in the MB Regulations.
- Reference:
Circular dated 11 June 2026
- Reference:
HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 - Subject: Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026
- Effect: This circular extended the due dates for meeting specific obligations originally prescribed under the 2 January 2026 circular, thereby providing additional time for Merchant Bankers to align their systems and processes.
- Reference: