SEBI has issued an updated Master Circular for Merchant Bankers registered under the SEBI (Merchant Bankers) Regulations, 1992 to consolidate all applicable circulars in one place for the benefit of merchant bankers and other market stakeholders. The Master Circular, originally issued on 26 September 2023 and last updated on 14 July 2026, has been revised to align with the amendments to the Merchant Bankers Regulations notified on 5 December 2025 and effective from 3 January 2026. It also incorporates the provisions of SEBI circulars dated 2 May 2017, 2 January 2026 and 11 June 2026 relating to the online registration mechanism for securities market intermediaries, consequential requirements following amendments to the Merchant Bankers Regulations, 1992, and extension of timelines for compliance with certain provisions of the circular dated 2 January 2026. With its issuance, the circulars listed in the Appendix stand rescinded to the extent they relate to Merchant Bankers, while preserving actions already taken, pending applications, accrued rights, obligations, liabilities, penalties, investigations and legal proceedings under the rescinded circulars. The Master Circular has been issued under Section 11(1) of the SEBI Act, 1992.
Securities and Exchange Board of India
Master Circular No. H0/49/14/15(3)2026-CFD-POD1/1/16178/2026
Issued on: September 26, 2023
Last updated on: July 14, 2026
To
All Registered Merchant Bankers
Dear Sir / Madam,
Subject: Master Circular for Merchant Bankers Registered with SEBI
1. For effective regulation of Merchant Bankers, the Securities and Exchange Board of India has been issuing various Circulars from time to time under the relevant provisions of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 (hereinafter referred to as “MB Regulations”)
2. In order to enable Merchant Bankers and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, this Master Circular is issued. This Master Circular has been updated to reconcile with the MB Regulations as amended vide notification dated December 5, 2025 which has come into effect from January 3, 2026 and to incorporate the provisions of the Circulars dated May 02, 2017, January 02, 2026 & June 11, 2026 and bearing reference numbers SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38, HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 & HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 on the subjects ‘Online Registration Mechanism for Securities Market Intermediaries, `Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992′ & `Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026’
3. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the Merchant Bankers.
4. Notwithstanding such rescission, –
(a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and
(b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular, and
(c) the previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.
5. This Master Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market. (“SEBI Act”).
6. This Master Circular is available on the website of SEBI at www.sebi.gov.in in the path “Legal >Master Circulars’.
Yours sincerely,
Vimal Bhatter
Deputy General Manager
Policy and Development
Corporation Finance Department
Phone + 91-022-40459386
Email: vimalb@sebi.gov.in
