NBFC License Sale Consultant in Delhi: How to Buy or Sell an NBFC with RBI Approval and NCR Jurisdiction Checks

In short: Marcken Consulting LLP is an NBFC license sale consultant in Delhi for promoters and investors who want to buy or sell a non-banking financial company in Delhi or the National Capital Region. 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 it on its own. What changes hands in an “NBFC license sale” is the company, meaning its shares or its control, and that needs RBI’s prior written permission under the Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025. Permission is required 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. Delhi adds a practical layer of its own: NCR transactions often span Delhi, Haryana and Uttar Pradesh addresses, so the first task is to establish which RBI office, Registrar and Tribunal bench actually has jurisdiction over the target. This guide explains the approval path, those jurisdiction checks, how an NBFC is valued, what due diligence should cover, the 31 March 2027 Net Owned Fund deadline, and how Marcken Consulting LLP takes a Delhi transaction through to completion.

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

Listings that offer an “NBFC licence for sale” describe a company that already holds a CoR, together with its balance sheet, loan book, borrowings and compliance history. For anyone planning to buy an NBFC in Delhi or sell one, three consequences follow:

• The buyer acquires the company, not a permit. Assets, non-performing loans, borrowings, contingent liabilities, pending RBI observations and past filing defaults all come with it. Due diligence (Section 8) therefore 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 the NBFC fails to comply with the conditions of its registration. Taking control without the required permission puts the very asset being paid for at risk.

Before any price discussion, confirm that the target holds a CoR on RBI’s own published list of registered NBFCs. 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. Paragraphs 6 to 13 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. Paragraph 6 lists what needs prior written permission:

Trigger	What it means in practice
Takeover or acquisition of control	Permission is needed whether or not the management changes. “Control” takes 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 one carve-out: if shareholding goes beyond 26 percent because of a buyback or reduction approved by a competent court, prior approval is not required, but the event must be reported within one month.
Housing finance companies holding public deposits	A separate 10 percent trigger applies to acquisition or transfer by or to a foreign investor.

Delhi lending businesses are frequently held through family partnerships and group companies. Paragraph 6 exempts no category of transferee, so a transfer of 26 percent or more between family members or group entities needs the same permission as a sale to an outsider. A separate trigger for a change of more than 30 percent of directors, still cited in many guides, belonged to the earlier instructions and is not among the triggers in paragraph 6 of the 2025 Directions. Board changes should still be tested against RBI’s other requirements on directors, which Marcken Consulting LLP does in every mandate.

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, a fresh issue, an amalgamation (Section 6), or a combination.
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, with price protection, escrow and long-stop dates agreed at this stage.
3. Complete valuation and due diligence (Sections 7 and 8) before the application, because RBI’s queries 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, their sources of funds, 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 deadline for RBI’s decision, 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. For a Delhi registered office, that means a Hindi-language paper alongside the national one.
7. Complete the transaction after the notice period: share transfer or allotment, board reconstitution, and the filings with the Registrar of Companies 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. Delhi and the NCR: Offices and Jurisdiction

The NCR is not one jurisdiction. Which office deals with an NBFC depends on where its registered office sits, and the answer can differ between RBI, the Registrar and the Tribunal:

Authority	Role in an NBFC sale or purchase
Reserve Bank of India, New Delhi Regional Office, 6 Sansad Marg, New Delhi 110 001. RBI’s page describes its jurisdiction as the National Capital Region of New Delhi.	Regional supervisor for Delhi NBFCs. The permission application itself is filed on PRAVAAH.
Reserve Bank of India, Chandigarh Regional Office. RBI’s page states its jurisdiction as Haryana, Punjab and the Union Territory of Chandigarh.	An NBFC with its registered office in Gurugram or Faridabad should confirm from its existing RBI correspondence which office supervises it, because RBI’s pages do not set this out for NBFCs.
Registrar of Companies, Delhi and Haryana: 4th Floor, IFCI Tower, 61 Nehru Place, New Delhi 110 019, as shown on MCA’s contact page	Company-law filings after completion. MCA reorganised Registrar jurisdictions by a notification of October 2025 that took effect on 16 February 2026, and published summaries indicate separate Registrars for zones of Delhi. Confirm the Registrar for your registered address, and its current address, on mca.gov.in before filing.
NCLT New Delhi: Block No. 3, CGO Complex, Lodhi Road, New Delhi 110 003. NCLT’s jurisdiction page lists the Union Territory of Delhi for the Principal Bench and the New Delhi Bench	Relevant where the deal is structured as an amalgamation (Section 6). For a Gurugram or Noida registered office, confirm the bench on nclt.gov.in.
SEBI Northern Regional Office: NBCC Complex, Office Tower-1, 8th Floor, Plate B, East Kidwai Nagar, New Delhi 110 023	Relevant to listed NBFCs, where the open offer under the Takeover Regulations is filed through the manager to the offer (Section 5).

The practical point: before anything is signed, map the target’s registered office to its RBI office, Registrar and Tribunal bench, and write that map into the transaction timetable.

5. Listed NBFCs: The SEBI Open Offer Runs in Parallel

For an unlisted NBFC, which is the case for most privately held lending companies, the RBI track alone governs. Where the target is listed, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 apply in addition, and paragraph 16 of the RBI Directions confirms that the Directions operate alongside other laws. An acquirer, with persons acting in concert, reaching 25 percent of voting rights (Regulation 3(1)), making a creeping acquisition of more than 5 percent in a financial year from a holding between 25 and 75 percent (Regulation 3(2)), or acquiring control (Regulation 4) must make an open offer of at least 26 percent, priced under Regulation 8. RBI’s share trigger is 26 percent and SEBI’s is 25 percent, so an acquirer can cross the SEBI line first, and the term sheet should sequence both. A transaction that is exempt from the open offer still needs RBI’s permission if paragraph 6 applies. The current text is on SEBI’s website as the SEBI Takeover Regulations.

6. Structuring the Deal: Share Purchase, Fresh Issue or Amalgamation

RBI’s permission requirement attaches to the outcome (control or 26 percent), not to the legal route:

• Secondary purchase of existing shares. The simplest route for a clean exit of promoters. RBI examines the incoming shareholders and their funds.
• Fresh issue of shares to the investor. Brings capital into the NBFC, which helps where the target needs Net Owned Fund support (Section 9). RBI still counts the investor’s resulting percentage, and the Companies Act valuation requirements for an issue by an unlisted company apply.
• Amalgamation by Tribunal scheme. Under the Reserve Bank of India (Non-Banking Financial Companies – Voluntary Amalgamation) Directions, 2025 (RBI/DoR/2025-26/341), a scheme involving an NBFC needs Tribunal approval under Sections 230 to 234 of the Companies Act, 2013, but the NBFC must first obtain RBI’s no-objection certificate or prior approval before approaching the Tribunal. Where an NBFC merges into a non-NBFC, prior approval is needed and the CoR is surrendered after the merger. Where a non-NBFC merges into an NBFC, RBI’s no-objection certificate is needed.

Marcken Consulting LLP models each route against the same valuation so that promoters can compare after-tax outcomes and approval timelines before choosing one.

7. Valuing an NBFC for Sale

RBI’s Directions do not list a valuation report among the application documents, 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 accounts, off-balance-sheet exposures and deferred tax.
• 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). Projected equity cash flows reflect capital needs, credit costs and the Net Owned Fund requirement 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.

The signatory depends on the purpose. Companies Act valuations require an IBBI-registered Registered Valuer, while cross-border pricing under FEMA and fair-value tests under the income-tax rules (Rule 57 of the Income-tax Rules, 2026, which replaced Rule 11UA) have their own signatory rules. The framework guide, Business Valuation in India, explains the regimes, and the business valuation consultant in Delhi guide covers local practice.

8. 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 areas below.

8.1 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.

8.2 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 where the NBFC sits inside a family or business group.
• Borrowings, covenants, contingent liabilities, tax and GST positions, and pending litigation.

8.3 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.
• Registered-office evidence: where the office sits in the NCR drives the jurisdiction map in Section 4, so the lease or title documents and the filings that record the address should be consistent.

9. Two Tests Before You Buy or Sell: The 31 March 2027 Deadline and the Alternatives

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 still below ₹10 crore faces that deadline within months, and the buyer will have to fund the shortfall. The cost belongs in the price discussion. Our NBFC license consultant in Delhi guide sets out the 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 a registered NBFC at all.

The alternative to selling. Existing NBFCs that fit the same profile have a one-time window to apply for deregistration through PRAVAAH until 31 December 2026, supported by three years of audited financials, a statutory auditor’s certificate and a board undertaking. RBI can refuse the application if it is not satisfied that the business model is genuine, so a promoter weighing a sale should compare it with deregistration early.

10. Foreign and FATF-Jurisdiction Investors

Paragraphs 11 to 13 of the 2025 Directions deal with investors from or through jurisdictions that the Financial Action Task Force lists as high-risk or under increased monitoring. A fresh investor of that kind may not acquire significant influence in the NBFC, and fresh investors from such jurisdictions, taken together, must hold less than 20 percent of the voting power, including potential voting power from convertible instruments. Investors already holding before a jurisdiction was classified may continue. Foreign buyers also face FEMA pricing and reporting requirements on top of RBI’s permission. See Equity Funding Consultant in Delhi for the FEMA fair-value framework.

11. Why Marcken Consulting LLP Is the Right NBFC License Sale Consultant in Delhi

Marcken Consulting LLP 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.
• 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.
• Jurisdiction mapped first: for NCR targets, the RBI office, Registrar and Tribunal bench are confirmed before the timetable is fixed.
• 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.
• An online process: the RBI application runs on PRAVAAH and the transaction documents move electronically, so promoters and investors in Delhi, Gurugram and Noida work directly with the engagement team.
• Compliance after completion: returns calendar, GST and income-tax positions, and ongoing audit support, including concurrent audit for Delhi NBFCs.
• Fixed-fee scoping: the scope and fee are agreed in writing before work begins.

12. Fees and Timeline

Fees depend on the NBFC’s size and category, whether the engagement covers one side or both, whether the target is listed, 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. The Directions fix only the 30-day public notice period that follows permission. RBI’s own decision period is not specified, so the plan allows for application preparation, RBI’s queries, the notice period and completion filings, with a long-stop date written into the agreement.

13. Related Services and Guides

• NBFC Takeover Services
• NBFC Due Diligence
• NBFC License Consultant in Delhi, for registration and Net Owned Fund
• Concurrent Audit Consultant in Delhi
• Business Valuation Consultant in Delhi
• Equity Funding Consultant in Delhi
• IPO Consultant in Delhi, where an acquired NBFC later plans to list
• Business Valuation in India, the framework guide
• NBFC License Sale Consultant in Ahmedabad, Mumbai and Bangalore, our companion city guides

Quick Reference: Do You Need RBI Permission?

• Acquiring control of an NBFC by any route – RBI permission is required, whether or not the management changes.
• Buying 26 percent or more of paid-up equity, in one step or in stages – RBI permission is required.
• Transferring 26 percent or more between family members or group companies – RBI permission is required. Paragraph 6 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.
• Listed NBFC: crossing 25 percent of voting rights – a SEBI open offer is triggered, in addition to RBI permission once 26 percent or control is reached.
• Merging an NBFC with another company under a Tribunal scheme – RBI’s no-objection certificate or prior approval is needed before approaching the Tribunal.
• Fresh investor from or through an FATF-listed jurisdiction – fresh investors of that kind must stay below 20 percent of voting power in aggregate.
• Buying less than 26 percent without acquiring control of an unlisted NBFC – paragraph 6 is not triggered, but the Companies Act, FEMA and income-tax requirements still apply.

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 carry a long-stop date that allows for RBI’s queries.

4. Which RBI office deals with an NBFC in Gurugram or Noida?
RBI’s New Delhi page describes its jurisdiction as the National Capital Region of New Delhi, and RBI’s Chandigarh page lists Haryana. RBI’s pages do not say which office supervises NBFCs at a given NCR address, so confirm it from the company’s existing RBI correspondence before sending any physical communication. The permission application itself is filed on PRAVAAH.

5. Where is the public notice published?
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, after RBI’s permission.

6. Which Registrar of Companies handles filings for a Delhi NBFC?
ROC Delhi and Haryana has been shown on MCA’s contact page. MCA reorganised Registrar jurisdictions with effect from 16 February 2026, and published summaries indicate separate Registrars for zones of Delhi, so confirm the office for your registered address on mca.gov.in before completion.

7. Does an NBFC merger need RBI approval?
Yes. Under the 2025 Voluntary Amalgamation Directions, an NBFC must obtain RBI’s no-objection certificate or prior approval before approaching the Tribunal. A merger of an NBFC into a non-NBFC also requires surrender of the CoR after the merger.

8. 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.

9. 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, where its registered office sits, whether it is listed, 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, the Securities and Exchange Board of India and the Ministry of Corporate Affairs 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.