RBI keeps Tata listing issue alive

Responding to questions at the post-monetary policy press conference, Malhotra said companies meeting the prescribed criteria would continue to be included in the upper layer. “It is principle-based. Anyone who meets the criteria, they continue,” he said.

Asked specifically whether Tata Sons would remain in the upper layer, the governor declined to comment on an individual entity. “Let us not ask questions relating to a specific entity. The status is what it was earlier,” he said.

Deputy Governor Shirish Chandra Murmu said the revised list of upper-layer NBFCs would be released shortly.

Under the revised framework notified in June 2026, the RBI replaced the earlier parametric scoring methodology with a principle-based asset-size criterion. NBFCs with standalone audited assets of ₹1 lakh crore or more will be considered for inclusion in the upper layer through an annual identification exercise. The regulatory obligations applicable to upper-layer entities, including the listing requirement, remain unchanged.

Tata Sons has standalone assets of approximately ₹1.75 lakh crore, well above the ₹1-lakh-crore threshold.

Legal and corporate-governance experts said the RBI would be reluctant to depart from its stated principle-based approach while drawing up the revised upper-layer list.

“If the RBI has taken the position that classification will be principle-based, it would appear that Tata Sons will have to list,” said H P Ranina, advocate, Supreme Court of India. “The RBI cannot take a discretionary view or be seen as favouring Tata Sons.”

Ranina, however, said clarity was needed on how the asset-size threshold would be calculated, including the valuation of investments.

Shriram Subramanian, founder and managing director of InGovern Research Services, said Tata Sons appeared to meet the RBI’s criteria for remaining in the upper layer.

“The principle-based criteria put out by the RBI would include Tata Sons, as it meets the conditions warranting listing,” Subramanian said. “The RBI should explicitly reject Tata Sons’ application for deregistration, which is currently in limbo. That would firmly signal that Tata Sons has no option but to list.”

Tata Sons, the principal holding company of the Tata group, has been at the centre of a regulatory debate since September 2022, when the RBI classified it as an upper-layer core investment company under its scale-based regulatory framework for NBFCs.

The classification required Tata Sons to list on the stock exchanges within three years, a deadline that expired on September 30, 2025. Tata Sons has, however, sought to remain privately held and has applied to surrender its certificate of registration as a core investment company. It has also substantially eliminated debt from its balance sheet. The deregistration application remains pending before the RBI.

If the application is accepted, Tata Sons could cease to be regulated as an NBFC and, consequently, avoid the listing requirement. The outcome of that application, therefore, remains distinct from—and potentially more consequential than—its eligibility for inclusion in the upper layer.

Tata Trusts, which owns nearly two-thirds of Tata Sons, had earlier resolved that the holding company should remain privately held. Tata Sons’ position has been that it does not need to raise capital and that a public listing would fundamentally alter its ownership structure.

While the governor’s remarks are consistent with Tata Sons remaining in the upper layer, its position will become definitive only after the RBI publishes the revised list and decides the company’s pending deregistration application.

Highlights

·       RBI reiterates principle-based classification for upper-layer NBFCs.

·       Governor declines to comment specifically on Tata Sons’ status.

·       Experts say the remarks strengthen the case for Tata Sons remaining subject to listing norms.