NBFC License Sale Consultant in Ahmedabad: How to Buy or Sell an NBFC with RBI Approval

In short: Marcken Consulting LLP is an NBFC license sale consultant in Ahmedabad for Gujarat promoters and investors who want to buy or sell a non-banking financial company. The first point to settle is what is actually being sold. A Certificate of Registration (CoR) is issued by the Reserve Bank of India to a named company, and RBI’s directions provide no mechanism to assign or sell it on its own. What changes hands in an “NBFC license sale” is the company, meaning its shares or its control, and that requires RBI’s prior written permission under the Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025. Permission is needed for any takeover or acquisition of control, and for any change in shareholding, including progressive increases, that takes an acquirer or transferor to 26 percent or more of the paid-up equity capital. The application moves through the PRAVAAH portal, and a public notice must run for at least 30 days before the transfer is effected. This guide sets out the approval path for both buyer and seller, how an NBFC is valued, what due diligence should cover, the 31 March 2027 Net Owned Fund deadline that every buyer should test, and how Marcken Consulting LLP takes an Ahmedabad transaction through to completion.

1. What an NBFC License Sale Consultant in Ahmedabad Actually Transfers: The Company, Not the License

Search results for an NBFC license sale consultant in Ahmedabad are full of listings that offer a “licence for sale”. The accurate description of those offers is a company that already holds a CoR, together with its balance sheet, loan book, liabilities and compliance history. Three consequences follow:

• The buyer acquires the company, not a permit. Everything inside the company comes with it: assets, non-performing loans, borrowings, contingent liabilities, pending RBI observations and past filing defaults. This is why due diligence (Section 6) carries more weight than the headline price.
• RBI’s prior permission governs the transfer. A change of control or a shareholding change of 26 percent or more cannot be completed first and regularised afterwards. Paragraph 6 of the 2025 Directions requires the permission in advance.
• The CoR stays with the company and stays conditional. RBI can cancel a CoR under Section 45-IA(6) of the RBI Act, 1934, including where an NBFC fails to comply with the conditions of its registration. Acquiring control without the required permission therefore puts the very asset the buyer is paying for at risk.

You can check whether any company really holds a CoR on RBI’s own published list of registered NBFCs before any discussion on price begins. Marcken Consulting LLP makes that check the first step of every sell-side and buy-side mandate.

2. What RBI’s 2025 Acquisition Directions Require

RBI issued the Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025 on 28 November 2025 (RBI/DOR/2025-26/340), effective from the date of issue. They repealed the earlier NBFC instructions on acquisition or transfer of control and apply across all layers to NBFC-D, NBFC-ICC, NBFC-Factor, NBFC-MFI, NBFC-IFC, IDF-NBFC, housing finance companies, core investment companies, NBFC-P2P and NBFC-AA. Mortgage guarantee companies and NOFHCs are outside their scope. The triggers in paragraph 6 are:

Trigger	What it means in practice
Takeover or acquisition of control	Prior permission is needed whether or not the management changes. “Control” has the meaning given in the SEBI Takeover Regulations, 2011.
Shareholding change reaching 26 percent	Any change, including progressive increases over time, that results in acquisition or transfer of 26 percent or more of the paid-up equity capital. Buying in tranches does not avoid the threshold.
Court-approved buyback or capital reduction	The only carve-out in paragraph 6(2): if shareholding crosses 26 percent because of a court-approved buyback or reduction, prior approval is not required, but the event must be reported to RBI within one month.
HFCs with public deposits (foreign investors)	A separate 10 percent trigger applies where a foreign investor acquires or transfers that share of a housing finance company accepting or holding public deposits.

Two points deserve attention for a Gujarat promoter group. First, the only exception to the 26 percent trigger is the court-approved buyback route above. The paragraph does not exempt transfers between family members or between group companies, so an internal reorganisation that moves 26 percent or more of an NBFC needs the same permission as a sale to a stranger. Second, older guides, and some service pages, still cite a separate trigger for a change of more than 30 percent of directors. That trigger sits in the earlier 2015 Directions and is not listed in paragraph 6 of the 2025 Directions. Board changes in any deal should still be tested against RBI’s other requirements on directors, which Marcken Consulting LLP does as part of every mandate.

Paragraph 16 adds that the Directions operate in addition to any other law in force. For a listed NBFC, the SEBI takeover regulations apply alongside RBI’s permission, and the Companies Act, FEMA and income-tax requirements apply in every case.

3. The Approval Path Step by Step

1. Screen the counterparty and the structure. The seller confirms the buyer is credible and fundable. The buyer confirms the target holds a valid CoR and meets its Net Owned Fund requirement. Both agree whether the deal is a secondary purchase of existing shares, a fresh issue of shares to the incoming investor, or a combination, because each changes the shareholding RBI examines.
2. Sign a term sheet that makes RBI permission a condition. Completion must be expressly conditional on RBI’s prior written permission and on the public notice period. Price protection, escrow and long-stop dates are agreed at this stage.
3. Complete due diligence and valuation (Sections 5 and 6) before the application, because RBI’s questions will test the same ground.
4. The NBFC files the application on PRAVAAH on the company’s letterhead, with the documents listed in paragraph 7: information on the proposed shareholders in the prescribed annex, the sources of funds of the acquirers, declarations that they are not associated with an unincorporated body accepting public deposits or with a company whose CoR application RBI rejected, a declaration that no criminal case (including under Section 138 of the Negotiable Instruments Act, 1881) is pending against them, and a bankers’ report on them.
5. Respond to RBI’s queries. The Directions set no time limit within which RBI must decide, so a realistic long-stop date in the agreement matters.
6. Issue the public notice after permission is received. It must appear in one leading national newspaper and one leading local vernacular newspaper covering the place of the registered office, at least 30 days before the transfer of ownership or control. It is given by the NBFC and the transferee, or jointly by the parties, and must state the intention to sell or transfer, the transferee’s particulars and the reasons.
7. Complete the transaction after the notice period: share transfer or allotment, board reconstitution, and the filings with ROC Ahmedabad that follow.
8. Post-completion compliance. The new owner inherits the CoR, the returns calendar and the Net Owned Fund obligation from day one.

4. Ahmedabad and Gujarat: Offices and Jurisdiction

A promoter group that holds an NBFC or core investment company faces two recurring situations: restructuring ownership between its own entities, and an outside investor seeking control of an established lender. Both fall under the same RBI permission requirement, and for a Gujarat company both involve the following offices:

Authority	Role in an NBFC sale or purchase
Reserve Bank of India, Ahmedabad Regional Office, Ashram Road, Ahmedabad (jurisdiction: Gujarat and the Union Territories of Daman and Diu and Dadra and Nagar Haveli)	Regional supervisor for the NBFC. The permission application itself is filed on PRAVAAH. Confirm the current office address on RBI’s website before sending any physical correspondence.
Registrar of Companies, Ahmedabad: ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad 380 013	Company-law filings for Gujarat companies: director changes, special resolutions, registered office and annual filings after completion. Check the current address on mca.gov.in.
NCLT Ahmedabad Bench: Corporate Bhawan, behind Zydus Hospital, off S.G. Highway, Thaltej, Ahmedabad 380 059	Relevant where the deal is structured as an amalgamation. RBI’s Voluntary Amalgamation Directions, 2025 require RBI’s no-objection or prior approval before an NBFC approaches the Tribunal. See nclt.gov.in.

GIFT City (Gandhinagar) is regulated by IFSCA rather than RBI. A domestic NBFC transaction follows the RBI route in this guide, whatever the geography of the buyer.

5. Valuing an NBFC for Sale

RBI’s Directions do not prescribe a valuation report as part of the permission application, so the price is a commercial negotiation. A defensible valuation is still the foundation of that negotiation, and other laws attach to the price. Marcken Consulting LLP’s valuation practice, led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets, approaches an NBFC in four layers:

• Adjusted net asset value. Book value is restated for the real recoverability of the loan book: asset classification, provisioning adequacy, restructured or renewed accounts, off-balance-sheet exposures such as guarantees, and deferred tax. This restated figure is the starting point of the analysis.
• Market cross-check. Price-to-book and earnings multiples of listed NBFC peers of comparable business mix give a reference range, adjusted for size, asset quality and liquidity.
• Discounted cash flow (FCFE). For a growing lending franchise, projected equity cash flows reflect capital needs, credit costs and the Net Owned Fund requirement that the business must keep meeting.
• Weighted conclusion. The methods are weighed according to the nature of the NBFC and documented in a report built to the ICAI Valuation Standards.

Who signs depends on the purpose, not on the NBFC. Companies Act valuations require an IBBI-registered Registered Valuer. Cross-border pricing under FEMA and fair-value tests on unquoted share transfers under the income-tax rules (Rule 57 of the Income-tax Rules, 2026, which replaced Rule 11UA) each have their own signatory rules. Where law reserves a report to a SEBI Category I Merchant Banker, it is arranged within the same engagement. Our framework guide, Business Valuation in India, explains the four regimes, and our business valuation consultant in Ahmedabad guide covers the local practice.

6. Due Diligence: What a Buyer Must Test and a Seller Should Prepare

An NBFC acquisition is won or lost in due diligence, because the buyer takes the company with every liability it carries. Marcken Consulting LLP’s NBFC due diligence work covers the following, and a seller who prepares them in advance shortens the transaction:

6.1 Regulatory standing

• CoR validity and category, confirmed against RBI’s published list, and any conditions attached to the registration.
• Net Owned Fund computation and the statutory auditor’s certificate, traced to unencumbered assets.
• Capital adequacy against the 15 percent minimum, and the company’s layer under Scale-Based Regulation.
• Regulatory returns filed on time, supervisory correspondence, and any RBI observations or directions.
• Public deposit status, where the NBFC accepts or holds deposits, since deposit-taking companies carry a heavier regime.

6.2 Financial and portfolio quality

• Loan-book ageing, classification and provisioning tested on a sample, not accepted from management summaries.
• Concentration, related-party lending and promoter-group exposures, which are common in family-owned structures.
• Borrowings, covenants, contingent liabilities and any guarantees or default-loss arrangements with digital partners.
• Tax and GST positions, and pending litigation.

6.3 Governance and people

• KYC and anti-money-laundering controls, fair practices code, and board and committee records.
• Fit-and-proper position of existing directors and key personnel, and the incoming acquirer’s own profile against the declarations RBI requires in the application.

7. Two Tests Before You Buy: The 31 March 2027 Deadline and the Alternative to Buying

The Net Owned Fund deadline. RBI’s Scale-Based Regulation framework raised the minimum Net Owned Fund for NBFC-ICC, NBFC-MFI and NBFC-Factor to ₹10 crore. Existing NBFC-ICCs that held a CoR on 22 October 2021 with less than ₹10 crore were given a glide path of ₹5 crore by 31 March 2025 and ₹10 crore by 31 March 2027. A target NBFC that still sits below ₹10 crore faces that deadline within months of this guide’s date, and the buyer will have to fund the shortfall. The cost belongs in the price discussion, and our NBFC license consultant in Ahmedabad guide sets out the Net Owned Fund requirement for every category.

The alternative to buying a registered NBFC. From 1 July 2026, RBI’s amended registration framework allows a company that neither takes public funds nor has a customer interface, and whose asset size stays below ₹1,000 crore, to operate as an Unregistered Type I NBFC without a CoR. A group that wants an internal lending or investment vehicle may not need to acquire a registered NBFC at all. The same guide explains the conditions in detail. Marcken Consulting LLP tests this alternative with every buyer before a price is discussed, because the cheapest acquisition is sometimes no acquisition.

8. Foreign and FATF-Jurisdiction Investors

Paragraphs 11 to 13 of the 2025 Directions deal with investors from jurisdictions that the Financial Action Task Force lists as high-risk or under increased monitoring. Investments from or through such jurisdictions are not treated at par with other investments. A fresh investor from or through one of them may not acquire significant influence in the NBFC, and fresh investors of that kind, taken together, must stay below 20 percent of the voting power, including potential voting power from convertible instruments or contingent voting rights. Investors already holding before a jurisdiction was classified may continue and may bring in additional investment under the extant regulations.

Foreign buyers also face FEMA pricing and reporting requirements on top of RBI’s permission, so the valuation certificate and the pricing methodology must be settled before the term sheet is signed. See Equity Funding Consultant in Ahmedabad for the FEMA fair-value framework.

9. Why Marcken Consulting LLP Is the Right NBFC License Sale Consultant in Ahmedabad

Marcken Consulting LLP is the dedicated NBFC license sale consultant in Ahmedabad for promoters and investors who want a single accountable firm on both the regulatory and the financial side of the transaction. It is led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets:

• A full NBFC practice behind the transaction: NBFC takeover, NBFC due diligence, NBFC registration and business plan for NBFC run as standing service lines, so the acquirer’s post-completion business plan and RBI submissions are prepared by the same team.
• Valuation and due diligence in one place: the valuation, the restated net worth and the Net Owned Fund certification sit inside the same Chartered Accountancy practice, rather than being split between a broker and a separate firm.
• Both sides of the table: the same team advises a seller on readiness, buyer screening and price, and a buyer on target screening, diligence and the permission application.
• Ahmedabad base: the firm works from the city where the ROC and RBI’s regional office for Gujarat sit, with direct familiarity with the promoter-group structures of Gujarat companies.
• Compliance after completion: returns calendar, GST and income-tax positions, and ongoing audit support, including concurrent audit for Gujarat NBFCs.
• Fixed-fee scoping: the scope and fee are agreed in writing before work begins.

10. Fees and Timeline

Fees depend on the NBFC’s size and category, whether the engagement covers one side or both, whether a foreign investor is involved, and how much of the diligence the seller has already prepared. Marcken Consulting LLP quotes a fixed fee after a scoping call, and every quote lists the deliverables. On timing, the Directions fix only the 30-day public notice period after permission. RBI’s own decision period is not specified, so the realistic plan allows for application preparation, RBI’s queries, the notice period and completion filings, with a long-stop date written into the agreement.

11. Related Services and Guides

• NBFC Takeover Services
• NBFC Due Diligence
• NBFC License Consultant in Ahmedabad, for registration and Net Owned Fund
• Concurrent Audit Consultant in Ahmedabad, for post-acquisition controls
• Business Valuation Consultant in Ahmedabad
• Equity Funding Consultant in Ahmedabad, for FEMA and investor readiness
• IPO Consultant in Ahmedabad, where an acquired NBFC later plans to list
• Business Valuation in India, the framework guide
• NBFC License Consultant in Mumbai and Delhi, our other city guides

Quick Reference: Do You Need RBI Permission?

• Acquiring control of an NBFC by any route – Yes. Prior written permission is required, whether or not the management changes.
• Buying 26 percent or more of an NBFC’s paid-up equity in one step or in stages – Yes.
• Transferring 26 percent or more between family members or group companies – Yes. The paragraph carves out no exception for related parties.
• Crossing 26 percent through a court-approved buyback or capital reduction – No prior approval, but report to RBI within one month.
• Buying less than 26 percent without acquiring control – Paragraph 6 is not triggered, but the Companies Act, FEMA, income-tax and, for listed NBFCs, SEBI requirements still apply.
• Selling control, with or without a sale of shares – Public notice of at least 30 days is required after RBI’s permission.
• Foreign investor from or through an FATF-listed jurisdiction – Fresh investors of that kind must stay below 20 percent of voting power in aggregate.

Frequently Asked Questions

1. Can an NBFC license be sold or transferred on its own?
No. The CoR is issued to a named company, and RBI’s directions provide no mechanism to assign it separately. What is transferred is the company’s shares or control, with RBI’s prior written permission where paragraph 6 of the 2025 Directions applies.

2. Does every sale of NBFC shares need RBI approval?
No. Prior permission is required for a takeover or acquisition of control, and for a shareholding change that results in acquisition or transfer of 26 percent or more of the paid-up equity capital, including progressive increases over time. A smaller transfer that does not shift control does not trigger paragraph 6, although other laws still apply.

3. How long does RBI take to approve an NBFC change of control?
The Directions do not specify a decision period. After permission is granted, a public notice must run for at least 30 days before the transfer is effected. The agreement should therefore carry a long-stop date that allows for RBI’s queries.

4. When is the public notice published and where?
After RBI’s permission and at least 30 days before the transfer. It is published in one leading national newspaper and one leading local vernacular newspaper covering the place of the registered office, by the NBFC and the transferee or jointly, and it states the intention to transfer, the transferee’s particulars and the reasons.

5. Does the old 30 percent change-in-directors rule still apply?
Older guides cite it from the 2015 Directions. It is not listed among the triggers in paragraph 6 of the 2025 Directions, which repealed the earlier instructions. Board changes should still be checked against RBI’s other requirements on directors in each transaction.

6. Can a Gujarat promoter group move an NBFC between its own companies without RBI approval?
Not if the transfer reaches 26 percent or more of the paid-up equity capital or shifts control. The only exception in paragraph 6(2) is a court-approved buyback or capital reduction, and the 2025 Directions list no exception for intra-group or family transfers.

7. Can an NRI or foreign investor buy an NBFC?
Yes, subject to RBI’s permission and to FEMA pricing and reporting requirements. Investors from or through FATF-listed jurisdictions face the 20 percent aggregate voting-power limit on fresh investment under paragraphs 11 and 12.

8. Is a valuation report mandatory for an NBFC sale?
RBI’s application documents do not include a valuation report. A valuation is nevertheless the basis of the price, and other laws, including the Companies Act, FEMA and the income-tax rules on unquoted shares, attach their own valuation requirements depending on the structure.

9. What does a buyer inherit when acquiring an NBFC?
The whole company: its loan book and non-performing assets, borrowings, contingent liabilities, regulatory history and the continuing obligations that come with the CoR, including the Net Owned Fund requirement. That is why Marcken Consulting LLP treats due diligence as the core of the engagement.

10. How do I get started with Marcken Consulting LLP?
Begin with a scoping call. Tell us whether you are buying or selling, the NBFC’s category and approximate size, and whether any foreign investor is involved. A fixed-fee proposal and an information list follow the call.

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Marcken Consulting LLP offers a no-charge 30-minute consultation to discuss your NBFC purchase, sale or restructuring.

Marcken Consulting LLP | CA Murli Chandak, IBBI-Registered Valuer (Securities or Financial Assets)
Website: marckenconsulting.com
Phone: +91 99980 59923 / +91 99985 39902
Email: crm@marckenconsulting.com

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Regulatory positions in this guide are as published by the Reserve Bank of India as at October 2026 and should be confirmed at the date of any transaction. This guide is general information, not investment, legal or regulatory advice.