Nearly five years after the Reserve Bank of India introduced its scale-based regulatory framework for non-banking financial companies (NBFCs), the question of Tata Sons’ listing remains unresolved. While the central bank’s list of upper-layer NBFCs for 2026-27, released on Thursday, continues to classify Tata Sons as a core investment company (CIC) subject to the listing requirement, a footnote effectively takes the matter back to square one.
The RBI said Tata Sons’ inclusion was without prejudice to the outcome of its application for deregistration, which remains under examination—the same position it had taken while releasing the previous list in January 2025.
Tata Sons’ ability to avoid a listing will, therefore, hinge on whether the RBI allows it to surrender its CIC registration. Under the framework, an NBFC placed in the upper layer remains subject to the enhanced regulatory regime for at least five years, even if it ceases to meet the classification criteria in subsequent years.
A CIC is an NBFC whose principal business is investing in group companies. Regulations require it to hold at least 90% of its net assets in the equity shares, preference shares, bonds, debentures, debt or loans of these companies.
The latest list has been prepared under the RBI’s revised, principle-based framework for identifying upper-layer NBFCs. It relies on objective criteria, including an asset threshold of more than ₹1 lakh crore. Tata Sons continues to qualify under the revised norms even as its application to surrender its NBFC registration remains pending.
Legal experts said the RBI’s clarification meant Tata Sons’ inclusion should not be interpreted as automatically settling the question of listing. Instead, it preserves the regulator’s ability to decide independently on the pending deregistration application.
“The RBI has retained Tata Sons in the list of upper-layer NBFCs, but with the caveat that its application to deregister as a core investment company is under examination. This makes it a wait-and-watch situation until the RBI decides either way,” said H P Ranina, advocate, Supreme Court of India.
Tushar Kumar, advocate, Supreme Court of India, said the RBI’s use of the phrase “without prejudice” was legally significant as it preserved the regulator’s discretion. It also indicated that Tata Sons’ inclusion in the revised list would have no bearing on the examination of its application, he added.
“Accordingly, it would be reasonable to infer that the regulatory process remains ongoing and that the question of listing has not been conclusively settled,” said Yash Joglekar, advocate, Bombay High Court.
Experts said any conclusion on Tata Sons’ listing obligation would be premature until the deregistration process was completed.
“The RBI needs to decide quickly, one way or the other, on the pending application by Tata Sons,” said Shridhar Subramanian, founder and managing director of proxy advisory firm InGovern.
If the application is accepted, the Tata Group holding company can continue to remain privately held. If it is rejected, Tata Sons may be required to list. The earlier deadline for listing expired on September 30, 2025.
“If the RBI does not deregister Tata Sons as an NBFC, the company has the option of exploring various legal avenues, including filing a writ petition before the appropriate high court,” said Saurabh Sharma, partner at Juris Corp.
Ranina, however, said: “Tata Sons can approach a high court through a writ petition, but courts rarely interfere in such matters, so it may not result in much.”
Highlights
- RBI places 18 NBFCs in upper layer; Tata Sons is the only unlisted entity
- Tata Sons’ deregistration application remains pending
- Decision on listing hinges on RBI’s ruling
- Legal challenge possible if RBI rejects the application, experts say