Merchant Bankers License in India

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Who is Merchant Banker?

In accordance to Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, a merchant banker is defined under section 2 clause (cb) as any person who is engaged in the business of issue management either by making arrangement regarding buying, selling or subscribing to securities or acting as consultant, manager or rendering corporate advisory services in relation to such issue management.

Merchant bankers advise entrepreneur’s right from the stage of a conception of the project till the commencement of production and they are in charge of the issue process. Merchant Bankers act as intermediaries between the companies and the investors. They take responsibility for the preparation of the prospectus and marketing the issue.

Examples of Merchant Banking in India

In India, there are public sector, private sector, as well as foreign merchant bankers in the merchant banking industry. Some of them are listed below

Public sector

SBI Capital Markets, Punjab National bank, IFCI Financial Services, Bank of Maharashtra, Karur Vysya Bank Ltd, State Bank of Bikaner and Jaipur

Private sector

ICICI Securities, Axis Bank, Bajaj Capital, Tata Capital Markets, Kotak Mahindra Capital Company, Reliance Securities, Yes Bank

Foreign merchant bankers

Goldman Sachs (India) Securities, Morgan Stanley India, Barclays Securities (India), Bank of America, Citigroup Global Markets India, DSP Merrill Lynch Ltd, FEDEX Securities Ltd

Types of Merchant Bankers

Merchant bankers are categorised into different segments depending upon the activities they undertake. As per the Schedule II of the SEBI regulation, the activities include

  • Management of issues
  • Investment advisory services
  • Corporate advisory services
  • Portfolio management services
  • Other related services

Fees for Registration

The fee structure for the registration of merchant bankers and its license renewal is detailed in Schedule II of the regulations

Registration Fee

At the time of initial registration, every merchant banker is required to pay a government registration fee. The amount was initially charged INR 10 lakhs but later it was amended to INR 20 Lakhs under SEBI (Merchant Bankers) (Amendment) Regulations, 2011.

Renewal Fee

Once granted a certificate of registration, merchant bankers need to pay a renewal fee every three years. The fee amount was initially INR 5 Lakhs for permanent registration but was later amended to INR 9 Lakhs by the SEBI (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016.

Payment Schedule

The registration fee is to be paid within a period of 15 days from the date of receipt of intimation from the Board. The renewal fee should be paid one month before the expiry of the block for which the fee has been paid.

Mode of Payment

The fees are to be paid by way of direct credit in the SEBI bank account through online payment using the SEBI payment gateway, as mentioned by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021.

Comparison in Types of Merchant Bankers

In order to compare the working of different merchant bankers, we need to consider the activities that undertaken by each category specially.

Management of Issues

Primary Function: This category involves managing various aspects of issuing securities in the market.

This category includes managing the different aspects of issuing securities in the market.


  • Preparation of prospectus
  • Determining financing structure.
  • Tie-up with financiers
  • Final allotment and refund of excess application money

Investment Advisory Services

Primary Function: Facilitates expert advice and guidance to clients related to investment opportunities.


  • Analysing market trends
  • Identifying investment opportunities
  • Offering advice on portfolio diversification
  • Risk assessment and management

Corporate Advisory Services

Primary Function: Offering strategic advice to corporations on different financial matters.


  • Mergers and acquisitions (M&A) advisory
  • Capital restructuring
  • Valuation services
  • Corporate governance guidance

Portfolio Management Services

Primary Function: Manage investment portfolio on behalf of potential clients.


  • Asset allocation
  • Investment selection and monitoring
  • Risk management
  • Performance reporting

Other Related Services

Primary Function: Providing ancillary/other services related to financial activities.


  • Underwriting of issues
  • Consultancy services for regulatory compliance
  • Financial restructuring advisory
  • Wealth management services

Type of Merchant Banker


Services Provided

Registration Fees (as per Schedule II)

Issue Management

Involved in managing various aspects of issuing securities in the market.

Preparation of prospectus, financing structure, allotment, etc.


Investment Advisory

Provides advice and guidance to clients regarding investment opportunities.

Investment advice, portfolio analysis, risk assessment, etc.


Corporate Advisory

Offers strategic advice to corporations on financial matters.

Mergers and acquisitions, capital restructuring, IPO advisory, etc.


Portfolio Management

Manages investment portfolios on behalf of clients.

Asset allocation, investment selection, portfolio monitoring, etc.


Ancillary Services

Provides ancillary services related to financial activities such as underwriting, consultancy, etc.

Underwriting, financial consultancy, debt syndication, etc.


Comparison of Merchant Banker Types


Issue Management

Investment Advisory

Corporate Advisory

Portfolio Management

Ancillary Services

Primary Focus

Managing securities issuance

Providing investment guidance

Offering strategic advice to corporations

Managing investment portfolios

Providing ancillary financial services

Services Provided

Prospectus preparation, financing structure, allotment, etc.

Investment advice, portfolio analysis, risk assessment, etc.

Mergers and acquisitions, capital restructuring, IPO advisory, etc.

Asset allocation, investment selection, portfolio monitoring, etc.

Underwriting, financial consultancy, debt syndication, etc.

Registration Fees







Suited for individuals interested in securities issuance processes.

Ideal for those with expertise in investment analysis and advisory.

Suitable for professionals skilled in corporate finance and strategy.

Appropriate for individuals proficient in portfolio management techniques.

Best for those offering a range of financial services beyond the core areas.

What is Merchant Banking License?

Merchant bankers are required for dealing in international markets for procuring financial help and incorporating business and trading in the international market. There are many merchant banks already established and have provided best financial services to the best of abilities; but there is a requirement and scope for many more merchant bankers, with the everyday increase of international interest in the Indian market. Therefore, many more people are taking an interest in offering merchant banking services. In order to establish merchant banks, a license from SEBI is required.

Concerned Authority/Regulatory Authority for Setting up Merchant Bank

The SEBI or Securities and Exchange Board of India is the regulatory authority for Merchant Banking in India. The law which regulates the activities of the Merchant Bank in India is the SEBI (Merchant Bankers) Regulations 1992. For setting up a Merchant Bank, the concerned individual has to approach the SEBI.

The other regulatory authority is the Reserve Bank of India. Also, the Foreign Exchange Management (International Financial Services Centre) Regulations, 2015 are applicable to financial institutions which cover merchant banks under Section 2 clause (b) explanation. Banking Institutions performing merchant banking activities are also required to follow the requirements laid down in the prudential exposure norms prescribed by RBI, as well as the statutory limits contained in Section 19(2) & (3) of the Banking Regulation Act, 1949.

Important Definitions

(aa) Body Corporate- It is defined under clause 11 of section 2 of the Companies Act, 2013.

(ab) Certificate-It means a certificate of registration issued by the board.

(ad) change in control-in case of involving a change in control of a corporate body.

  • For companies with listed shares, the definition of control is determined by regulations under section 11(2) (h) of the Act.
  • For companies without listed shares, control is determined by Section 2(27) of the Companies Act, 2013.

(b) ‘Form’ is supposed to be a specified format given in Schedule I.

(c) An 'Inspecting Authority' consist of one or more than one individual duly appointed by the board to exercise the powers given under Chapter IV.

(ca) "Issue" means the sale or purchase of securities by an entity, individuals, or group of persons who or on their behalf, either to or from the general public or existing security holders, or group of persons facilitated by a merchant banker.

(cb) merchant banker refers to any person or individual who is primarily engaged in the business of issue management either through making proper arrangements regarding selling, buying or subscribing securities or acting as a manager, consultant, adviser or providing corporate advisory services in relation to issue management.

(d) Principal Officer - A proprietor in case of a proprietary concern, a partner in case of a partnership firm and a director in case of a corporate body which is solely responsible for managing the activities of the merchant banker. All these officers are duly responsible for the acts done by a merchant banker.

Prerequisite for Merchant Bankers License

  • It restricted those to undertaking the activities of merchant bankers without having any relevant merchant banker license duly granted by SEBI.
  • A merchant banker is required to possess a minimum net worth, in the same manner duly defined under category minimum requirement- Category I *[Rs. 5, 00, 00, 000] Category II Rs. 50, 00, 000 Category III Rs. 20, 00, 000 Category IV Nil.
  • For the grant of a certificate of permanent registration, the merchant banker shall be liable to pay the fee in accordance with Schedule II.
  • Two employees (minimum employee with Applicant) with previous experience in the merchant banking field, needed by the applicant at the time of applying for a merchant banking license.
  • An application for a merchant banker license needs to provide information in format Form A along with INR 50,000 non-refundable fees.
  • Every merchant banker must pay a sum of INR 20 lakh registration fees at the time to grant a certificate of registration.
  • A merchant banker who has been granted a certificate of registration needs to pay INR 9 lakhs fees every 3 years from the 6th year from the date of registration or from the date of grant of initial certificate registration prior to SEBI Amendment Regulation 2014 to keep their certificate in force.

Necessary Paperwork for Merchant Banker License

  • Needed MOA & AOA of the company ((Memorandum and Article of Association of the applicant company).
  • Needed Applicant UIN (Unique Identification Number) duly obtained under the MAPIN (Central Database of Market Participants (MAPIN) Regulations, 2003).
  • Information related to directors and promoters with educational qualifications and years of experience in the merchant banking landscape.
  • Detailed information on infrastructure/office premises.
  • Organisational internal structure details.
  • Financial statements of Applicant
  • A detailed report from principal bankers.
  • Detailed of associated registered intermediaries.
  • Undertaking needed
  • Declaration made by two minimum directors.
  • Need to furnish details of businesses handled by the applicant during the last 3 years in specific areas- Issue Management, Investment Advisers, Underwriting, Portfolio Management, Consultants, etc.

Application for grant of Certificate

Under regulation 3, (1) An application made to the board by a person in order to secure a grant of certificate of registration must be aligned in accordance with the specified FORM A.

(1A) An application must be supported with a non-refundable application fee duly specified under Schedule II.

The application can be made for any one of the categories of the merchant banker, including

Category I

  • Carry any activities of issue management, which includes preparation of prospectus and other information related to the issue, determining financial structure, tie up of financiers and final allotment and refund of subscriptions.
  • And act as an adviser, consultant, manager, underwriter, or portfolio manager.

Category II

Refers to acting as adviser, consultant, co-manager, underwriter, portfolio manager.

Category III

Refers to acting as underwriter, advisor, and consultant to an issue.

Category IV

To act only as an adviser or consultant to an issue.

(2A) Despite the regulations, starting from December 9th, 1997

  • Applications under sub-regulation (2) are only accepted for certain specified activities under clause (a). An applicant can engage in portfolio management only if he or she receives a separate certificate of registration under the Securities and Exchange Board of India (Portfolio Manager) Regulations, 1993.
  • Any application prior to the implementation of this regulation, if duly submitted by a merchant banker, with similar detailed information as in Form A, must be considered Valid and processed accordingly.

Application to conform to the requirements

4. Under sub clause (3) of regulation 3, if any application for a merchant banker license is submitted and it does not conform in accordance with the specified instructions format in the Form, then such application will be rejected. Prior to rejection, the board authority will grant the applicant an opportunity to remove objections within a period of time.

Furnishing of Information, clarification and Personal Representation

Under Regulation 5 (1), the board may ask the applicant to share further information regarding matters related to the merchant banker's activity so as to dispose of the application.

Regulation 5(2) is an applicant or its principal officer if in the case required, to appear before the board for personal representation.

Consideration of Application

Under regulation 6, the board can take into account the grant of a merchant banker certificate in all relevant matters concerned to a merchant banker and in particular, the applicant is hereby to comply with the requisite obligations, including

a) The applicant must be a corporate body rather than an NBFC duly defined under Section 45-I of clause (f) mentioned in the Reserve Bank of India Act, 1934- if a banker is allowed by the RBI to act as a primary or satellite dealer, may operate activities with some restrictions including not to accept or hold public deposits. Under (aa) regulation, He or she must have proper office space, equipment and manpower to discharge duties.

b) It is mandatory to have a minimum of 2 persons employed under the applicant, having the proper experience to commence the activities of a merchant banker.

c) The person who may be directly or indirectly connected with the applicant or an associate, subsidiary, inter-connected, or group company of the applicant must not hold any grant or certificate by the concerned board.

d) The applicant must have an adequate capital requirement as specified under regulation 7, which includes- Not being less than the net worth of the person who is applying for the grant of certificate. Such net worth shall be specifically in accordance with different categories, such as Category Minimum Amount.

  • Category I *[Rs. 5, 00, 00, 000]
  • Category II Rs. 50, 00, 000
  • Category III Rs. 20, 00, 000
  • Category IV Nil

e) The applicant, his or her partner, director, or principal officer must be involved with any litigation related to the securities market having an adverse impact on the applicant's business.

f) The applicant and his associated members must be of a clean character and should not be previously charged for cases related to moral turpitude or convicted accordingly under economic offence.

g) Applicant must bear a professional qualification from any institution duly recognized by the finance government, law or business management.

gg) The applicant must be a fit and proper person.

h) The grant of a certificate to the applicant must be in the interest of investors.

Criteria for fit and proper

Under regulation 6A, the board may consider various accounts duly specified under schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, to determine whether an applicant or a merchant banker is a fit or proper person.

Capital Adequacy Requirements

The capital adequacy requirement for merchant bankers, specified under regulation 6 of clause (d), refers to a net worth (paid capital reserves) of not less than INR 5 cores.

Grant of Certificate of Registration

Under regulation 8 (1), if the board feels satisfied with the applicant's application and finds it eligible, then a grant of certificate of registration in Form B will be issued and will inform the applicant about the same as the o applicant. Such issued certificate will be valid till it’s cancelled or suspended by the board.

Prior to the 2016 amendment, if any merchant banker registered, then the board is deemed to have received registration as per the amendment's terms.

Upon the granting of the certificate, the merchant banker is liable to pay the fees as per Schedule II of the regulation.

Grant of Certificate of Permanent Registration

a) Under regulation 8A, the grant of permanent registration is specified in which 8(1) any merchant banker who has been granted a certificate or deemed to hold initial registration under regulation 8 requires within a period of 3 months prior to the expiry date of such registration, need to apply for a grant of certificate of permanent registration under specified format Form A from the board. Or if;

b) Any merchant banker who possesses a grant certificate and successfully completed a period of 5 years on the date of commencement of Merchant Bankers) (Amendment) Regulations, 2011, he or she is required, within a period of 3 months before the expiration date of the certificate, to apply for a grant of the certificate as specified in Form A.

c) It is mandatory to support the merchant banker grant certificate application, whether specified under sub-regulation (1) or (2), with a non-refundable application fee duly prescribed under Schedule II.

d) Application to obtain a grant of permanent registration must furnish all the details of changes to the board and provide a declaration that no other changes were made rather than the information mentioned in form A.

e) application for the grant of permanent registration will be treated in accordance with a fresh application as it was submitted for initial registration.

f) If the board is satisfied with all the requisite requirements, then issue a grant of permanent registration in FormB and inform concerned applicants accordingly.

g) Upon the grant of a permanent certificate of registration, the applicant is required to pay the fees as per Schedule II of regulations.

Conditions of Regulations

Under regulation 9A (1), the registration duly granted under regulation 8 is required to meet the specific conditions, including

a) Where the merchant banker proposes a change in control, they need to get prior approval from the board to continue acting after such changes.

b) Must pay the fees for registration in accordance with specified regulations.

c) Resolve the grievances of investors within a period of 21 days from the date of receipt of such complaints and inform the board accordingly in a timely manner.

d) Need to maintain the proper capital adequacy requirements duly specified under regulation 7 at all times.

e) It is mandatory to act in accordance with the rules specified for merchant bankers and comply with them accordingly.

f) We need to inform the board of the details of changes for the grant of certificate of registration.

g) Suppose a merchant banker acts as an underwriter with a corporate body or on any behalf, must be engaged with a valid contract to act as an underwriter and must comply with rules accordingly.

Procedure where registration is not granted

Under Regulation 10(1), if an application for the grant of a certificate of registration under Regulation 3 is not in accordance with the criteria outlined in Regulation 6, then the board is capable of rejecting an application by allowing the applicant a chance to hear.

Under Regulation 10(2), if the board refuses to grant the certificate of registration, then within a period of 30 days, an intimation about the same will be communicated to the applicant along with the grounds of rejection.

Under regulation 10(,3), any applicant, if not satisfied with the board decision under sub-regulation (,1), may request the board to reconsider its decision within a period of 30 days from the date of such intimation.

Under regulation 10(4), the board will reconsider the request of the applicant under sub-regulation (3) and communicate its decision in writing as soon as possible.

Effect of Refusal to grant a certificate of Permanent Registration

Under regulation 11, any applicant whose application for permanent registration is duly rejected by the board, then such applicant will not continue its activity as a merchant banker after such rejection communication receipt.

Payment of Fees and Consequences of failure to pay fees

Under regulation 12 (1), all the eligible applicants for the registration certificate need to pay fees in accordance with Schedule II over a specified period of time.

Under regulation 10(2), if a merchant banker fails to pay annual fees, in accordance with sub-regulation (1) r.w. Schedule II, the board is free to suspend, cancel, or cease the merchant banker license. Till that period, the merchant banker is debarred to commence its activities till suspension is revoked.

Fees in accordance with Schedule II

  • Every merchant banker must pay a sum of INR 20 lakh registration fees at the time to grant a certificate of registration.
  • A merchant banker who has been granted a certificate of registration needs to pay INR 9 lakhs fees every 3 years from the 6th year from the date of registration or from the date of grant of initial certificate registration prior to SEBI Amendment Regulation 2014 to keep their certificate in force.
  • Fees must be paid within a period of 15 days from the date of receipt of intimation from the board under regulation 8(1).
  • Fees must be paid by the merchant prior 1 month before the expiry of the block for which the fees have been paid.
  • Under regulation 3A, non-refundable fees, along with the application of registration under regulation 3(1A), will be INR 50,000.

Type of Fee


Payment Schedule

Payment Method

Registration Fee

INR 20,00,000

At the time of grant of certificate of registration

Online payment via SEBI payment gateway

Renewal Fee

INR 9,00,000 every 3 years

From the 6th year from the date of registration or from the date of grant of initial certificate registration prior to SEBI Amendment Regulation 2014

Online payment via SEBI payment gateway, to be paid within 1 month before the expiry of the block for which the fees have been paid

Non-refundable fee (with registration application)

INR 50,000

Along with the application for registration under regulation 3(1A)

Online payment via SEBI payment gateway


  • Fees must be paid within a period of 15 days from the date of receipt of intimation from the board under regulation 8(1).
  • The fees specified under regulations 1, 2, and 3A must be paid online by way of direct credit in the bank account using the online SEBI payment gateway.
  • The application, along with the requisite fees has to be submitted to the following address: Market Intermediaries Regulations and Supervision Department Division 5 Securities and Exchange Board of India, SEBI Bhavan, Plot No. C4-A, ‘G’ Block, Bandra-Kurla Complex, Bandra, Mumbai - 400051

General Obligations and Responsibilities for Merchant Bankers

Under regulation 13 of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, in Schedule III, the code of conduct prescribed for merchant bankers to comply with

  • A merchant banker will make all efforts to safeguard investor interest.
  • Maintaining high standards of integrity, dignity, and fairness in business operations is mandatory.
  • Must ensure compliance with legal obligations in a prompt, ethical, and professional manner.
  • Merchant bankers are required to exercise due diligence with due care and attention all the time and must exercise independent professional judgment.
  • A Merchant banker must ensure all inquiries from investors are done properly, investor grievances must be resolved in a timely manner, and if a complaint of the investor is not remedial, then it is supposed to advise investors to take appropriate steps available in the regulatory system.
  • Merchant bankers must ensure an adequate disclosure of information must be made in a timely manner for investors in accordance with regulations so that investor can enhance their capability to make informed decisions.
  • A merchant banker must ensure that all the information related to investors is accurate and proper without any misleading information or exaggerated claims and be aware of attendance risks while making any further investments.
  • Merchant bankers must ensure that all the relevant copies of the prospectus, offer document, letter of offer or any other necessary literature are made available for investors at the time of issue or offer.
  • Merchant bankers should not discriminate against their clients, save, and expect ethical and commercial considerations.
  • Merchant bankers are debarred from making any oral or written statement that may misrepresent services that a merchant banker is capable of performing or providing to any of their clients.
  • Merchant bankers must avoid conflict of interest and need to disclose the interest properly.
  • Merchant bankers must find ways to resolve any conflict or interest situation which may arise in the conduct of their business, and if any conflict of interest arises, he or she must take all reasonable steps to resolve it.
  • Merchant bankers must disclose any potential conflicts of interest or sources which may compromise their ability to facilitate impartial and fair service to clients while acting in their capacity.
  • Merchant banker must provide their clients with the best possible advice in accordance with specific needs and requirements.
  • Merchant bankers are not allowed to disclose credential information of their clients, either orally or written, which comes in knowledge, without prior obtaining the consent of clients, except in those cases where it is mandatory to comply with laws.
  • Merchant bankers must ensure that if any changes in registration status, or upon any penal action taken by the board, or specific material change in merchant banker financial status, which could impact the interest of investors or clients, must be immediately informed of any delay to clients or if any business remained outstanding is transferred to other registered intermediary as per the instructions of affected clients.
  • Merchant bankers must not be involved in any unfair competition, including taking away clients on assurance of high premium or advantageous offer price or harming the interest of other merchant bankers or investors while doing their business.
  • Merchant banker must keep aside their merchant banking activities from other activities.
  • Merchant bankers must have internal control and capability to safeguard business operations, clients and others from financial loss, including theft, fraud, or professional misconduct.
  • Merchant bankers must be truthful in documents and not make any untrue statements or withhold material facts in documents duly provided to the board.
  • Merchant bankers must ensure compliance with requisite rules and regulations and with the ombudsman's decisions.
  • Merchant bankers must inform the board about any legal actions or proceedings taken due to breaches or non-compliance.

A Merchant banker must perform their business operations in accordance with the code of conduct duly specified under Regulation 13 of Schedule III.

Merchant Banking: Key Functions and Activities

In a broader sense, a merchant banker is a financial institution, and most of their activities are related to business loans, such as underwriting. Merchant bankers carry some main functions, which include

Stock Underwriting:It is one of the most common activities of a merchant banker.

Issue Management:A merchant banker is more likely to assist the capital market in extending the provision of securities within the market.

Portfolio services:This is another necessary function of a merchant banker.

Merchant bankers, through underwriting, attempt to raise and collect funds from potential investors on behalf of corporations and governments issuing through equity or debt securities. Moreover, merchant bankers are financial institutions. While discharging duties as a merchant banker, it is mandatory to disclose all information to SEBI. Merchant bankers undertake business loan activities, which is similar to underwriting. We offer consultancy on specific matters related to finance, marketing, management and law. Their consultancy includes a wide range of services, starting from companies, raising funding, modernizing, expanding or restructuring an existing business, revitalizing a business, and offering expert assistance to help companies register, buy, and sell shares. Although in content to India, Merchant banking began in 1967 by National Grind lays bank, later Citi Bank started in 1970. In 1972, SBI became one of the first commercial banks to set up a separate division for merchant banking.

Services offered under Merchant Banking License

  • Project Counselling
  • Equity offerings and Management of Debt
  • Issue management
  • Underwriting of Public issue
  • Portfolio management
  • Restructuring Strategies
  • Offshore Finance
  • Non-resident Investment
  • Loan syndication
  • Corporate and advisory counselling services
  • Pre-investment studies
  • Venture Capital financing
  • Lease financing

Comprehensive Merchant Banking Solutions with Enterslice

At Enterslice, our professional offers a wide range of customized services to meet the unique requirements of our potential clients in the merchant banking sector. We have a team of industry experts who offer comprehensive guidance and assistance through the entire lifecycle of merchant banker activities. We work closely with our client businesses, conduct due diligence, and provide insights to structure transactions and facilitate negotiations. We are here to offer end-to-end advisory services for our clients and help them make informed decisions and secure sustainable business growth. Moreover, our experts are more likely to provide assistance to clients with regulatory compliance, including specific adherence to capital adequacy norms, disclosure obligations, and compliance in accordance with anti-money laundering (AML) and know-your-customer (KYC) rules and regulations. Our experts at Enterslice are well-versed with the industry norms and offer ongoing support and proper assistance to help clients explore complex challenges and seize potential opportunities in the ever-evolving regulatory landscape. Whether you are a financial institution, corporate entity, or an individual entrepreneur, Enterslice experts are determined to provide you with the best and highest quality service and assistance to succeed in the merchant banking industry.

Expert guidance on Compliance, Growth, and Strategic Advancement

At Enterslice, our experts are dedicated to providing comprehensive assistance to clients, which includes addressing specific business problems with precision and efficacy. Our professionals are well versed with the industry norms and, with years of experience, are more likely to provide customized remedial solutions to ensure the smooth and streamlined functioning of merchant banker operations. From regulatory compliance to strategic planning, we offer guidance on each and every step of the entire process and help to mitigate risk and maximize opportunities accordingly. Through our continuous networking efforts, we facilitate suitable connections and potential collaborations to enhance your business prospects. Our proactive approach allows us to anticipate complex challenges and implement proactive strategies to overcome and ensure sustainable growth and success. Whether it is related to exploring complex regulations or optimising operational efficiency, we have a team of experts who are committed to delivering the best results beyond your expectations. We at Enterslice prioritize open communication and collaboration to develop a partnership approach to empower our potential clients to make informed business decisions and secure business objectives in a more effective and efficient manner. With our innovative approach and adaptability quality, we are at the forefront of industry trends and emerging challenges and help our clients equip themselves with innovative tools and valuable insights to keep them at the forefront of the competitive landscape.

At Enterslice, We do not just solve the problems- empowering businesses to thrive in the competitive landscape, diving in-depth into sustainable growth, and securing long-term success. Trust us to be your strategic advisor and help you navigate the unique and complex merchant banking landscape.

Your’s SEBI Compliance Partner for Merchant Banker Licenses

Our professionals at Enterslice prioritize efficiency and responsiveness to address your specific needs and ensure seamless management of your merchant banker license. We work closely with clients to guide them with the complex SEBI regulations and offer timely manner assistance to ensure SEBI compliance at each and every step of business operations. Using our innovative expertise and years of experience, we offer customized solutions to streamline the entire licensing process and mitigate regulatory risks accordingly. We offer assistance from initial application to ongoing compliance, with detailed and comprehensive support to protect your operations and uphold the regulatory standards. We work closely with clients and help them navigate complex regulatory norms and enhance their capability to dive in-depth to secure sustainable business growth and long-term success in the merchant banking landscape.

Streamline Post-Incorporation Compliance for Merchant Bankers

At Enterslice, we are determined to facilitate comprehensive post-incorporation compliance services for merchant bankers license holders. We work closely with the clients and guide them through complex regulatory norms, and ensuring adherence to all regulatory requirements and procedures. From preparing documents to ensuring compliance with regulatory authority, we handle each and every aspect with more precision and efficiency. Our experts have in-depth knowledge and expertise in industry norms, ensuring the clients can easily streamline the entire merchant banking operations and help in developing strategies to mitigate associated risks and secure sustainable growth in the merchant banking landscape.

Merchant Banker Valuation Report

Merchant banker, MB valuation report is a valuation document duly prepared by a licensed merchant banker. These valuation reports facilitate an assessment of the value of a company's shares. However, the merchant banker report is required at the time whenever a firm or an entity is going to issue new shares for accepting new investments; for FCGPR, filling is required under RBI whenever raising funds from foreign investors and for the purpose of income tax filing, usually by the shareholders. Rule 11UA of the Income Tax Act of 1961 covers a wide range of regulations and specific issuance of merchant banker valuation reports. Moreover, merchant bankers are important aspects of the financial landscape and provide advice and proper guidance to clients on diverse financial matters. As such, merchant bankers are more likely to accurately assess the valuation of a company and its assets to provide valuable insights and deceits with a clear, visible picture of the current market.

In a broader sense, the valuation of shares is a process to determine the price per share of a company, and it is an essential process to check the financial health of a company and for regulatory compliance purposes. It is evident that Whenever a start-up is in a position to raise investments, it must require a Merchant banker (MB) valuation report from the end of a licensed merchant banker by the Securities and Exchange Board of India (SEBI).

The MB valuation report includes detailed information regarding the purpose of the valuation, the methodology used, the market relevant data and comparable assumptions considered during the preparation of such valuation report, and the final estimated value of the company shares.

Our experts at Enterslice streamline the entire process to secure a valuation report with a promising delivery within a period of 3 days. Leveraging efficient and effective methodologies and industry expertise, we ensure accurate assessments for businesses that are looking for valuation insights to make informed decisions and ensure effective financial planning.

Determine the Valuation of the company

Enterslice, professional experts facilitate the expert assistance to determine the valuation of a company or an entity, employing robust methodologies and industry-advanced practices. We conduct a thorough, in-depth analysis of financial statements, market trends, and competitive landscape to facilitate the most accurate valuable insight, which is a very important component in making informed decisions in mergers, acquisitions, or fundraising landscape. With our professional guidance, businesses can confidently ascertain their valuation or worth, optimize strategic planning and leverage investment opportunities.

Financial Modeling of Business

At Enterslice, we specialise in facilitating detailed and comprehensive financial modelling services for businesses and prov>ide strategic, valuable insights on financial forecasting, risk analysis, and investment decision-making. With our futuristic approach, we construct dynamic models customized as per the business requirements, enabling informed financial planning and optimising the resources to secure sustainable business growth and profitability.

How to get a Company valuation report from a Merchant banker?

Share financial information

The process of securing a company valuation report from a licensed merchant banker includes several steps. Firstly, the customer mandatorily needs to share detailed financial data and relevant information related to its company's operations with the concerned merchant banker. Such data may include financial statements, revenue projections, market analysis and other requisite information.

Value is calculated

Further, the valuer works closely with other financial analysts and assesses and analyses the submitted data to determine the valuation of a company. Such valuation may include diverse methodologies, such as discounted cash flow analysis, comparable company analysis, assets-based valuation, etc.

MB Valuation Report is issued

As the valuation is duly determined, then the merchant banker prepares a detailed, comprehensive report outlining the essential findings, methodologies used in the process, assumptions made, and conclusive reports. Such a report is signed by the merchant banker, which showcases the credibility and assurance of the valuation of a company.

The MB valuation report serves as a crucial document used for different purposes, including mergers and acquisitions, raising capital, financial reporting, and shareholder agreements, and is required in strategic financial planning and decision-making. MB valued report enables stakeholders to make an informed assessment of the company or an entity's worth based on an in-depth analysis and industry experience.

Content of MB Valuation Report

Each and every section in the MB valuation report shares an important role in providing a comprehensive and detailed documented report. Upon which stakeholders can rely to make informed decisions.


This part of the MB valuation report serves as the introduction, which consists of detailed information, including the name and registration number of merchant bankers who engaged in the valuation process. Moreover, it also includes a wide range of information related to the company seeking the valuation report, such as detailed information like its name, industry, and any other important background information about the company.

Scope of Work

In this part of the report, the specific scope of the valuation report is outlined. It showcases the shares of information that are being valued and any other specific terms and conditions that may affect the valuation process. Take an example: if a certain number of shares have restrictions on their transferability or if they are limited to accessing financial information, then such shares must be noted here.


Methodology in valuation includes a comprehensive and detailed explanation of the employed approach and proper methodologies used to ascertain the value of company shares. This part will include the outline of various methods such as income approach, market approach, assets-based approach, and many more. The basic details on the selection of such methodologies and data sources and other relevant assumptions need to be mentioned in the valuation report.

Market Analysis

This part of the MB valuation report showcases a detailed analysis of market conditions that are relevant to the shares that are valued. This includes various factors, including industry trends, economic indicators, competitive landscape, regulatory requirements, and other external influences which may impact the value of shares. Market analysis facilitates the appropriate valuation landscape and ensures the valuation must be in accordance with the current market trends.

Valuation Results

This part of the MB valuation report includes the summary of the outcome of the valuation process and presents the final estimated value of the company's shares. This may include the calculated value of shares along with the supporting valuation calculation methods, which helps to analyse the outcome figure in the valuation report. In a broader sense, it includes the key highlights or factors which influenced the valuation outcomes.

Merchant Banker's Declaration

The merchant banker is duly responsible for preparing the reports that formally declare compliance with the regulatory norms, regulations, laws and professional standards that govern the entire valuation process. Such deceleration made by merchant bankers showcases the credibility and integrity of valuation reports, provides assurance, and builds confidence among the stakeholders that shows the entire valuation is done through an in-depth analysis and an impartial and legal complaint process.

Signature and Stamp

Finally, the valuation report is authenticated and endorsed upon the signing of a merchant banker who is responsible for preparing it, accompanied by his or her official stamp or seal. This part of the valuation report shows a formal attestation of the report and reflects that the merchant banker has issued the valuation findings accordingly.

Benefits of Merchant Banker Valuation Report


A merchant banker prepares reports that lend confidence in terms of accuracy and reliability on the entire valuation process. Their expertise and industry experience with strict adherence to regulatory norms enhance the credibility of MB valuation reports and showcase a commitment towards transparency and integrity to build trust in the financial assessment presented reports.

Regulatory compliance

Merchant banker valuation reports are truly based upon the specific and concrete compliance of regulatory norms outlined in the Income Tax Act, SEBI Laws, and RBI guidelines. Merchant bankers facilitate a comprehensive assessment and verify the financial activities are performed within the legal statute established by the regulatory authorities. By scrutinizing the diverse aspects of financial operations, such MB valuation reports facilitate a sense of confidence and assurance among the potential stakeholders on compliance with the requisite norms and regulations, provide transparency and build trust in the financial landscape.

Objective and Unbiased Assessment

Merchant banker valuation reports include an objective and unbiased assessment depending upon relevant criteria of the valuation process and evidence rather than being influenced through subjective opinions or external pressure. MB valuation reports are more likely to develop trust and reliability among the potential stakeholders.

Risk Mitigation

An MB valuation report facilitates valuable insights that help mitigate risk through a professional assessment report of a company's assets value. MB reports help mitigate the risk of disputes and disagreements that may arise over the value of assets. The proactive approach helps to build an atmosphere of transparency and trust among the potential stakeholders and reduces the chances of disagreements. Moreover, this report acts as a safeguard towards potential financial uncertainty and enhances the overall risk management framework.

Financial Reporting and Accounting

The premium per share outlined and mentioned within the valuation report facilitates an important role in financial reporting and accounting best practices in accordance with regulatory norms and standards. This is used to accurately assess the value of assets and liabilities and ensure transparency and compliance with accounting principles. Stakeholders are more likely to gain valuable insights into the share worth and overall financial status of a company. It is evident that a valuation report ensures and enhances the reliability and relevance of financial reporting and improves the decision-making capabilities of stakeholders.

Accountability and Ethics

A Merchant banker valuation report can significantly showcase professional accountability and ethics as it adheres to industry-specific norms and ensures transparency, accuracy, and integrity within the MB valuation report process. By demonstrating professional accountability and ethics, Merchant bankers are more likely to build trust and confidence among the stakeholders, aid credibility within the valuation report and maintain their reputation in the profession.

Documentation of methodology and Assumptions

Documentation of methodology and assumptions likewise facilitates a blueprint that outlines the crucial steps taken and the appropriate principles that help in the entire valuation process. This serves trust and confidence among the stakeholders and helps them understand the reasonable approach behind the determination of a company's share value. Through analysing the methods and assumptions made to prepare the MB valuation report, stakeholders are more likely to secure valuable insights for the decision-making process, ensure informed discussions and enhance the overall creditability of reports.

Frequently Asked Questions

A Merchant Banker has to pay fees of Rs. 50,000 for the application. He has to pay fees of Rs. 20,00,000 for initial/temporary registration and Rs. 9,00,000 as fees of permanent registration.

A Merchant Banker requires having a minimum net worth of not less than Rs. 5 Crore for category 1, Rs 50 Lakhs for Category 2, and Rs 20 Lakhs for Category 3.

Yes, the Merchant Banker has to pay Rs. 20 Lakh as registration fees at the time of grant of Certificate of Temporary Registration by SEBI.

  • Temporary Certificate of Registration
  • Permanent Certificate of Registration


The Certificate of Temporary Registration remains valid for 5 years. The Merchant Banker requires the grant of certificate for Permanent Registration from SEBI, before the expiry of three months of the Certificate of Temporary Registration in order to continue as a registered Merchant Banker.

The fees required to be paid by the Merchant Banker is Rs. 9 Lakhs as per SEBI Payment of Fees Amendment Regulations, 2014 for the first three years of permanent registration. For the continuation of Certificate of Permanent registration, the fee is paid after every three years before the expiry of a previous fee block.

The Certificate of Permanent Registration remains valid permanently unless suspended or cancelled by the Board. The fees must be paid regularly for the continuation of the Certificate of Permanent registration.

Yes, as per Regulation 9A, registrations granted subject to the condition under regulation 8 & regulation 8A of SEBI (Merchant Bankers) Regulations, 1992, the merchant banker proposes a change in control, and requires a prior approval of SEBI for continuing to act as such after the change.

The prior approval granted by SEBI remains valid for a period of 180 days from the date of communication as per SEBI circular CIR/MIRSD/14/2011 dated August 02, 2011

Yes, change in control requires the obtaining of a fresh registration under Section 12 of the SEBI Act, 1992. A Merchant Banker also needs to obtain a fresh certificate of registration within a period of six months.

Yes, the Compliance Officer of the Merchant Banker shall send the report in the revised format to SEBI on a half-yearly basis as per SEBI circular CIR/MIRSD/6/2012 dated May 14, 2012.

An asset management company manages the portfolio of investment and securities for an individual or a company. This form of management of securities is with the view to increase the rate of return from the portfolio of existing securities. In contrast, a merchant bank manages companies’ portfolio and helps the company in various ways such as working capital requirements, issue management, loan syndication and underwriting services.

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