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Securities regulator amends Merchant Bankers Regulations, 1992,...

New Merchant Bankers Regulations, 1992 overhaul: higher capital, stricter conflicts, outsourcing bans, ring-fencing, tougher compliance

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SEBI December 8, 2025 Notifications
Securities regulator amends Merchant Bankers Regulations, 1992, introducing revised definitions, two registration categories (Category I and II), enhanced eligibility, and higher capital adequacy (₹50 crore/₹10 crore) and liquid net worth (₹12.5 crore/₹2.5 crore) thresholds, with restrictions on fresh activities if not met. Merchant bankers must meet minimum revenue requirements, maintain records in India for eight years, avoid outsourcing core merchant banking functions, and operate other regulated and unregulated financial services via separate business units with ring-fenced net worth. New conflict-of-interest rules bar managing own issues and restrict roles where key managerial personnel or relatives hold specified shareholdings. Compliance officer qualifications and independence are strengthened, underwriting exposure is capped at twenty times liquid net worth, and the regulator is empowered to issue clarifications.

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Acts Income Tax