NBFC License Sale Consultant in Hyderabad: How to Buy or Sell an NBFC with RBI Approval in Telangana and Andhra Pradesh

In short: Marcken Consulting LLP is an NBFC license sale consultant in Hyderabad for promoters, investors and lending groups that want to buy or sell a non-banking financial company registered in Telangana or Andhra Pradesh. The Certificate of Registration (CoR) that makes a company an NBFC is issued by the Reserve Bank of India to that named company, and RBI’s directions give no route for assigning it on its own. What is actually bought and sold is the company’s 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 whenever control changes hands or a shareholding change of 26 percent or more of the paid-up equity capital is involved. Hyderabad transactions carry a jurisdiction point that many older guides still get wrong: on 16 June 2025 RBI relocated its Andhra Pradesh Regional Office to Vijayawada, so an NBFC registered in Telangana and one registered in Andhra Pradesh now answer to different RBI offices, just as they already answered to different Registrars of Companies and different benches of the National Company Law Tribunal. The region also has a particular place in microfinance regulation, since the developments in Andhra Pradesh’s microfinance sector in 2010 led RBI to constitute the Malegam Sub-Committee, and an NBFC-MFI target carries category tests that a buyer must keep passing after completion. This guide covers the approval path, the two-state office map, the NBFC-MFI tests, valuation, due diligence, the 31 March 2027 Net Owned Fund deadline, and how Marcken Consulting LLP takes a Hyderabad transaction to completion.

1. What an NBFC License Sale Consultant in Hyderabad Actually Transfers

An “NBFC licence for sale” advertisement is, in substance, an offer of a company that already holds a CoR, together with everything inside it: the loan book, the borrowings, the field network, the regulatory filings and any unresolved RBI correspondence. Three consequences follow for anyone who wants to buy an NBFC in Hyderabad or sell one:

• The buyer inherits the company’s history. Overdue loans, under-provisioned accounts, lender covenants, tax positions and past filing lapses transfer with the shares. Due diligence (Section 9) carries more weight than the headline price.
• Permission comes first, completion second. Paragraph 6 of the 2025 Directions requires RBI’s written permission before a change of control or a 26 percent shareholding change is effected. There is no route to complete first and seek approval afterwards.
• The CoR remains conditional. RBI may 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. A transfer made without the required permission puts at risk the very asset the buyer is paying for.

The first check in every mandate Marcken Consulting LLP accepts is to confirm the target on RBI’s published list of registered NBFCs, including its category, before any price is discussed.

2. Telangana or Andhra Pradesh: The State of the Registered Office Decides Every Authority

Until 2014 a single set of offices in Hyderabad served undivided Andhra Pradesh, and a good deal of published material still reflects that. Each authority involved in an NBFC sale has since separated the two states, at different times. As at October 2026, the map is as follows:

Authority	Registered office in Telangana	Registered office in Andhra Pradesh
Reserve Bank of India (regional supervision; the permission application itself is filed on PRAVAAH)	Hyderabad Regional Office, 6-1-56, Secretariat Road, Saifabad, Hyderabad 500 004. RBI’s profile gives its jurisdiction as the State of Telangana.	Andhra Pradesh Regional Office, ‘Stalin Central’, D. No. 27-37-158, MG Road, Governorpet, Vijayawada. It commenced operations on 22 August 2022 from the Hyderabad premises and was relocated to Vijayawada on 16 June 2025 (Press Release 2025-2026/548), with its Department of Supervision moving with it.
Registrar of Companies (company-law filings after completion)	ROC Hyderabad. MCA’s notification of 10 February 2026, in force from 16 February 2026, lists its jurisdiction as the whole State of Telangana.	ROC Vijayawada, listed separately in the same notification. Confirm the current office for the company’s address on mca.gov.in before filing.
National Company Law Tribunal (schemes of amalgamation)	NCLT Hyderabad Bench, Corporate Bhawan, Tattiannaram, Bandlaguda, Nagole, Hyderabad 500 068. NCLT lists its jurisdiction as the State of Telangana.	NCLT Amaravati Bench. NCLT records that Andhra Pradesh matters were transferred from Hyderabad to Amaravati in July 2019. Jurisdiction is set by notification, so confirm on nclt.gov.in.
Securities and Exchange Board of India (listed targets only)	SEBI’s contact directory lists local offices at both Hyderabad and Vijayawada in its Southern Region. For a listed NBFC, the open offer itself runs through the manager to the offer under the Takeover Regulations (Section 6).

Three practical consequences follow. First, anyone relying on a guide, a template letter or an old contact list that routes Andhra Pradesh NBFCs to the Saifabad address should update it: since June 2025 the Andhra Pradesh office sits in Vijayawada. Second, the NBFC’s own recent RBI correspondence is the best evidence of which office supervises it, and Marcken Consulting LLP reviews that correspondence at the start of every mandate. Third, a buyer that plans to move the registered office across the state line after completion should treat it as a separate project: a shift from one State to another requires an alteration of the memorandum approved by the Central Government under Section 13(4) of the Companies Act, 2013, and it moves the company into the other state’s RBI, Registrar and Tribunal jurisdiction.

3. What RBI’s 2025 Acquisition Directions Require

The Reserve Bank of India (Non-Banking Financial Companies – Acquisition of Shareholding or Control) Directions, 2025 (RBI/DOR/2025-26/340, 28 November 2025) took effect on the date of issue and apply across all layers. Paragraphs 6 to 13 cover NBFC-D, NBFC-ICC, NBFC-Factor, NBFC-MFI, NBFC-IFC, IDF-NBFC, housing finance companies, core investment companies, NBFC-P2P and NBFC-AA, while mortgage guarantee companies and NOFHCs are outside their scope. For NBFC-MFIs, paragraph 33 of the Microfinance Institution Directions, 2025 confirms that the same acquisition rules apply. Paragraph 6 sets out what needs prior written permission:

Paragraph	Trigger and its practical effect
6(1)	Any takeover or acquisition of control, whether or not management changes. “Control” carries its meaning under the SEBI Takeover Regulations, 2011, so board nomination rights and veto rights can amount to control without a majority stake.
6(2)	Any shareholding change, including progressive increases over time, resulting in acquisition or transfer of 26 percent or more of the paid-up equity capital. Staged purchases are aggregated. A crossing caused by a court-approved buyback or capital reduction needs no prior approval but must be reported within one month.
6(3)	For housing finance companies accepting or holding public deposits only: a 10 percent trigger for acquisition or transfer by or to a foreign investor.

No category of transferee is exempt. A transfer of 26 percent or more between relatives, between group companies or into a family holding company needs the same permission as a sale to an outside investor, which is a frequent surprise in promoter-family restructurings.

4. The Approval Path for a Hyderabad NBFC Sale, Step by Step

1. Confirm the target and the counterparty. The buyer confirms the CoR, the category and the Net Owned Fund position. The seller confirms that the buyer is credible and can evidence its source of funds, because RBI will ask the same question.
2. Agree a term sheet conditional on RBI permission. Completion is made expressly conditional on RBI’s written permission and the public notice period, with escrow, price adjustment for the closing loan book and a long-stop date.
3. Complete valuation and due diligence (Sections 8 and 9) before filing, so that the application and the diligence findings tell the same story.
4. The NBFC files on PRAVAAH on its letterhead, with the paragraph 7 documents: information on the proposed shareholders in the format of Annex I, 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. Answer RBI’s queries. The Directions specify no decision period, so the agreement needs a realistic long-stop date.
6. Publish the public notice after permission. Under paragraphs 8 to 10, the notice is given by the NBFC and the transferee, or jointly, in at least one leading national newspaper and one leading local vernacular newspaper covering the place of the registered office, at least 30 days before ownership or control is transferred. It must state the intention to sell or transfer, the particulars of the transferee and the reasons for the transfer. For a registered office in Hyderabad, Visakhapatnam or Vijayawada, the vernacular paper is ordinarily a leading Telugu daily.
7. Complete after the notice period: share transfer or allotment, board reconstitution and the Registrar filings that follow, made to ROC Hyderabad or ROC Vijayawada as the registered office requires.
8. Take over compliance from day one. The new owner inherits the returns calendar, the Net Owned Fund obligation and, for an NBFC-MFI, the category tests in Section 5.

5. Buying or Selling an NBFC-MFI: The Category Tests a Hyderabad Deal Must Survive

Where the target is an NBFC-MFI, the Reserve Bank of India (Non-Banking Financial Companies – Microfinance Institution) Directions, 2025 (RBI/DOR/2025-26/371, 28 November 2025) add tests that affect both the price and the buyer’s post-completion plan:

Requirement in the 2025 MFI Directions	Why it matters in a sale or purchase
At least 60 percent of total assets, net of intangibles, in microfinance loans on an ongoing basis (paragraphs 8(3) and 12); a company that falls short for four consecutive quarters must approach RBI with a remediation plan	A buyer that intends to diversify the book into MSME, gold or vehicle loans must model the ratio quarter by quarter. Falling below the line is a regulatory event, not a commercial choice.
Capital adequacy of at least 15 percent of risk-weighted assets, with Tier 2 capital not exceeding Tier 1 (paragraphs 16 and 17)	Determines whether the buyer must inject capital at or soon after completion, which belongs in the price and the funding plan.
Non-performing at more than 90 days overdue; aggregate provision not less than the higher of 1 percent of the portfolio or 50 percent of instalments overdue 90 to 180 days plus 100 percent of instalments overdue 180 days or more (paragraphs 24 and 25)	Recomputing the provisioning floor from the collection system, not from management summaries, is the first adjustment to book value in an MFI valuation.
An NBFC that is not an NBFC-MFI may hold microfinance loans of no more than 25 percent of its total assets (paragraph 49)	A diversified NBFC that buys an MFI and plans to merge it into itself must test the combined balance sheet against this cap before choosing the amalgamation route. Keeping the MFI as a separate subsidiary is often the answer.
Membership of at least one RBI-recognised Self-Regulatory Organisation (paragraph 46) and Board-approved internal limits on geographical concentration (paragraph 10)	Membership must continue through the transaction, and a book concentrated in a few districts of the two states is a risk the buyer should price and the seller should explain.

The control and 26 percent triggers in Section 3 apply to NBFC-MFIs in the same way as to other NBFCs. How these tests are checked cycle by cycle once the deal has closed is covered in the firm’s concurrent audit consultant in Hyderabad guide.

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

Most NBFCs sold in the region are unlisted, and for them the RBI track alone governs. Where the target is listed, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 apply as well, and paragraph 16 of the RBI Directions confirms that they operate alongside other laws. An acquirer, together with persons acting in concert, that reaches 25 percent of voting rights (Regulation 3(1)), makes a creeping acquisition of more than 5 percent in a financial year from a holding between 25 and 75 percent (Regulation 3(2)), or acquires control (Regulation 4) must make an open offer for at least 26 percent, priced under Regulation 8. Because SEBI’s threshold is 25 percent and RBI’s is 26 percent, the SEBI trigger can be crossed first, and the term sheet should sequence the two. A transaction exempt from the open offer still needs RBI’s permission if paragraph 6 applies. The current text is available as the SEBI Takeover Regulations.

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

RBI’s permission attaches to the outcome, control or 26 percent, and not to the legal route chosen:

• Secondary purchase of existing shares. The usual route for a full promoter exit. RBI examines the incoming shareholders and the source of their funds.
• Fresh issue to the incoming investor. Brings capital into the NBFC, useful where the target needs Net Owned Fund or capital adequacy support. RBI counts the investor’s resulting percentage, and Companies Act valuation requirements for an issue by an unlisted company apply.
• Amalgamation under a Tribunal scheme. Under the Reserve Bank of India (Non-Banking Financial Companies – Voluntary Amalgamation) Directions, 2025 (RBI/DoR/2025-26/341), the NBFC must obtain RBI’s no-objection certificate or prior approval before approaching the Tribunal under Sections 230 to 234 of the Companies Act, 2013. Where an NBFC merges into a non-NBFC, the CoR is surrendered after the merger. Each company’s application is made to the bench having jurisdiction over its registered office, so a scheme between a Telangana company and an Andhra Pradesh company can involve both the Hyderabad and the Amaravati benches, which affects the timetable.

Marcken Consulting LLP models each route against the same valuation, so that promoters can compare after-tax proceeds, approval steps and timelines before committing to one.

8. Valuing an NBFC for Sale in Hyderabad

RBI’s application documents do not include a valuation report, so the price is negotiated commercially. A defensible valuation is still the basis of that negotiation, and Companies Act, FEMA and income-tax requirements attach to the price actually paid. Marcken Consulting LLP’s valuation practice, led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets, values an NBFC in four layers:

• Adjusted net asset value. Book value is restated for the real recoverability of the portfolio: asset classification, provisioning against the applicable floor, restructured and written-off accounts, deferred tax and off-balance-sheet exposures. For a microfinance book, the restatement is built on cohort-wise overdue data from the collection system.
• Market cross-check. Price-to-book and earnings multiples of listed NBFCs with a comparable business mix give a reference range, adjusted for size, asset quality, funding cost and liquidity.
• Discounted cash flow (FCFE). Projected equity cash flows reflect credit costs, the capital the business must retain to meet its ratios, and the Net Owned Fund requirement it must keep meeting.
• Weighted conclusion. The methods are weighed according to the nature of the NBFC and documented in a report prepared in line with the ICAI Valuation Standards.

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

9. NBFC Due Diligence for a Hyderabad Acquisition

Because the buyer acquires the company together with every liability in it, Marcken Consulting LLP’s NBFC due diligence is scoped before the term sheet is signed and covers three areas.

9.1 Regulatory standing

• CoR validity and category against RBI’s published list, any conditions attached to the registration, and which RBI regional office the company’s correspondence actually comes from.
• Net Owned Fund computation and the statutory auditor’s certificate, traced to unencumbered assets.
• Capital adequacy, the company’s layer under Scale-Based Regulation and, for an NBFC-MFI, the qualifying-asset ratio for each of the last four quarters.
• Timely filing of regulatory returns, supervisory correspondence, inspection observations and their closure.

9.2 Portfolio and financial quality

• Overdue ageing, classification and provisioning recomputed on a sample from the loan management system.
• Geographic and borrower concentration across Telangana and Andhra Pradesh districts, related-party lending and promoter-group exposures.
• For field-collected books: cash collection controls, the time between collection and bank deposit, and credit bureau reporting discipline.
• Borrowings, lender consents required for a change of control, contingent liabilities, tax and GST positions, and pending litigation.

9.3 Governance and people

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

10. The 31 March 2027 Net Owned Fund Deadline and the Alternatives to a Sale

The 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 the requirement faces the deadline within months of any completion, and the buyer will fund the shortfall, so the cost belongs in the price. The firm’s NBFC license consultant in Hyderabad guide sets out the requirement by category.

An alternative to buying. From 1 July 2026, RBI’s amended registration framework allows a company that neither accepts public funds nor has a customer interface, and whose assets remain below ₹1,000 crore, to operate as an Unregistered Type I NBFC without a CoR. A group seeking only an internal lending or investment vehicle may not need a registered NBFC at all.

An 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 may 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.

11. Foreign and FATF-Jurisdiction Investors

Under paragraphs 11 to 13 of the 2025 Directions, a new investor from or through a jurisdiction that the Financial Action Task Force lists as high-risk or under increased monitoring may not acquire significant influence in the NBFC, and fresh investors from such jurisdictions, taken together, must remain below 20 percent of the voting power, including potential voting power from convertible instruments. Investors already holding before a jurisdiction was classified may continue. Foreign and NRI buyers also face FEMA pricing and reporting requirements on top of RBI’s permission, covered in the firm’s equity funding consultant in Hyderabad guide.

12. Why Marcken Consulting LLP Is the Right NBFC License Sale Consultant in Hyderabad

Marcken Consulting LLP is led by CA Murli Chandak, an IBBI-Registered Valuer for Securities or Financial Assets, and brings a complete NBFC practice to every Telangana and Andhra Pradesh transaction:

• Standing NBFC service lines: NBFC takeover, NBFC due diligence, NBFC registration and business plan for NBFC.
• Two-state jurisdiction checked at the outset: the RBI office, Registrar and Tribunal bench are confirmed from the company’s own records before the timetable is set.
• Microfinance depth: the qualifying-asset, capital and provisioning tests are recomputed from source data and built into both the valuation and the buyer’s post-completion plan.
• Valuation and diligence in one practice: the restated net worth, the Net Owned Fund certification and the valuation report come from the same Chartered Accountancy team.
• Either side of the table: seller-side readiness, buyer screening and pricing, or buyer-side target screening, diligence and the permission application.
• Support after completion: returns, GST and income-tax compliance, concurrent audit and virtual CFO support, and the IPO readiness path where an acquired NBFC later plans to list.
• Fixed-fee scoping: the scope, deliverables and fee are agreed in writing before work begins.

13. Fees and Timeline

Fees depend on the NBFC’s category and size, whether the mandate covers one side or both, whether the target is listed or is an NBFC-MFI, whether a foreign investor is involved, and how much of the diligence the seller has prepared. Marcken Consulting LLP quotes a fixed fee after a scoping call, with the deliverables listed in the quote. The Directions fix only the 30-day public notice period after permission. RBI’s 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.

14. Related Services and Guides

• NBFC Takeover Services
• NBFC Due Diligence
• NBFC License Consultant in Hyderabad, for registration and Net Owned Fund
• Concurrent Audit Consultant in Hyderabad
• Business Valuation Consultant in Hyderabad
• Equity Funding Consultant in Hyderabad
• IPO Consultant in Hyderabad
• Business Valuation in India, the framework guide
• NBFC License Sale Consultant in Ahmedabad, Mumbai, Bangalore, Delhi and Chennai, the companion city guides

Quick Reference: Does Your Hyderabad Transaction Need RBI Permission?

• Acquiring control of an NBFC by any route – yes, whether or not management changes.
• Buying 26 percent or more of paid-up equity, at once or in stages – yes.
• Moving 26 percent or more between family members or group companies – yes; paragraph 6 has no related-party exception.
• Crossing 26 percent through a court-approved buyback or capital reduction – no prior approval, but report within one month.
• Acquiring an NBFC-MFI – yes on the same triggers, and the buyer must keep the 60 percent qualifying-asset and 15 percent capital tests after completion.
• Merging an acquired MFI into a diversified NBFC – RBI’s prior approval or no-objection certificate before the Tribunal, and a check of the 25 percent microfinance cap on the merged balance sheet.
• Andhra Pradesh registered office – RBI’s Vijayawada office, ROC Vijayawada and the NCLT Amaravati Bench, not the Hyderabad offices.
• Listed NBFC, crossing 25 percent of voting rights – SEBI open offer, in addition to RBI permission once 26 percent or control is reached.
• Fresh investor from or through an FATF-listed jurisdiction – such investors must stay below 20 percent of voting power in aggregate.

Frequently Asked Questions

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

2. Which RBI office supervises an NBFC registered in Andhra Pradesh?
RBI’s Andhra Pradesh Regional Office, which RBI relocated to ‘Stalin Central’, MG Road, Governorpet, Vijayawada on 16 June 2025. The Hyderabad Regional Office at Saifabad lists its jurisdiction as the State of Telangana. The permission application itself is filed online on PRAVAAH.

3. Which NCLT bench hears an NBFC merger in Hyderabad or Andhra Pradesh?
NCLT lists the Hyderabad Bench as covering Telangana and the Amaravati Bench as covering Andhra Pradesh, to which Andhra Pradesh matters were transferred in July 2019. RBI’s no-objection certificate or prior approval under the 2025 Voluntary Amalgamation Directions is needed before either bench is approached.

4. Does every sale of NBFC shares need RBI approval?
No. Prior permission is needed 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 Companies Act, FEMA and income-tax requirements still apply.

5. Can a diversified NBFC buy an NBFC-MFI and merge it?
It can acquire the MFI with RBI’s permission. Before merging, it should test the combined balance sheet against paragraph 49 of the 2025 MFI Directions, which caps microfinance loans at 25 percent of total assets for an NBFC that is not an NBFC-MFI, and it needs RBI’s approval or no-objection certificate under the Voluntary Amalgamation Directions.

6. How long does RBI take to approve a change of control?
The 2025 Directions do not specify a decision period. After permission is granted, the public notice must run for at least 30 days before the transfer. The agreement should carry a long-stop date that allows for RBI’s queries.

7. Where must the public notice appear?
In at least one leading national newspaper and one leading local vernacular newspaper covering the place of the registered office, given by the NBFC and the transferee or jointly, after RBI’s permission and at least 30 days before the transfer. It must state the intention to transfer, the transferee’s particulars and the reasons. For a Telangana or Andhra Pradesh registered office, a leading Telugu daily is the usual vernacular choice.

8. Can an NRI or foreign investor buy a Hyderabad NBFC?
Yes, subject to RBI’s permission and to FEMA pricing and reporting requirements. Fresh investors from or through FATF-listed jurisdictions must stay below 20 percent of voting power in aggregate under paragraphs 11 and 12 of the 2025 Directions.

9. How do I start with Marcken Consulting LLP?
Book a scoping call and share whether you are buying or selling, the NBFC’s category and state of registration, its approximate size, whether it is listed and whether a foreign investor is involved. A fixed-fee proposal and an information list follow.

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Speak to Us

Marcken Consulting LLP offers a no-charge 30-minute consultation on your NBFC purchase, sale or restructuring in Telangana or Andhra Pradesh.

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, the Ministry of Corporate Affairs and the National Company Law Tribunal 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.