The battle over Tata Sons’ listing may head to court — and the Reserve Bank of India (RBI) is making sure it will not be caught off guard. In a rare pre-emptive move, the central bank on Tuesday filed a caveat application in the Bombay High Court regarding the mandated listing of the Tata Group holding company, sources close to the development said. The application was filed online and is likely to be registered on Wednesday, they added.
A caveat ensures the court hears the filing party before passing any order on a petition that the other side—in this case, Tata Sons—may subsequently move.
“They have just filed a caveat that you cannot give relief to the Tatas unless you hear the RBI’s side,” said a lawyer who did not wish to be named.
The move signals that the central bank is bracing for the possibility of Tata Sons challenging its decision to reject the company’s application to surrender its registration as a core investment company (CIC). The RBI is also understood to have informed Tata Sons of the caveat.
A caveat remains valid for 90 days. Tata Sons could approach the court after that window, but may then have to explain the delay, the lawyer said. The RBI could also file a fresh caveat once the current one lapses, he added.
The RBI did not respond to queries sent by FE until the time of publication.
The caveat comes days after the RBI rejected Tata Sons’ March 28, 2024 application for deregistration. The September 11 decision effectively closed the key route the holding company had pursued to avoid a public listing.
In its communication, the RBI said Tata Sons’ request for voluntary surrender of its certificate of registration (CoR), so as to be classified as an unregistered CIC, “cannot be acceded to”. It also directed the company to “take necessary actions to ensure full compliance with all guidelines/instructions, as applicable to NBFC-Upper Layer (UL) issued by the RBI immediately”.
The Tata Sons board is scheduled to meet on September 17, when the RBI’s communication is expected to be discussed, FE had reported earlier.
Legal Strategy
Tata Sons could challenge the RBI’s decision before the Bombay High Court under Article 226 of the Constitution, with the dispute capable of eventually reaching the Supreme Court.
Possible grounds for such a challenge include arbitrariness, inadequate reasoning, procedural infirmity, violation of the principles of natural justice, or an incorrect interpretation of the regulatory framework.
The company could also question whether the RBI can deny it the opportunity to surrender its CIC registration — particularly if it argues that it should be permitted to restructure its affairs in a manner that removes the requirement to list. Tata Sons could contend that while its systemic importance may warrant continued regulatory oversight, it should be allowed to reorganise its structure rather than be compelled to go public, the lawyer said.
Expired Deadlines
The listing clock, in fact, has already run out. Tata Sons was among 16 NBFCs classified in the Upper Layer in September 2022, triggering a three-year deadline to list. That deadline expired in September 2025.
Tata Sons, however, did not pursue a listing. Instead, it repaid Rs 21,813 crore of debt in FY24 and approached the RBI seeking cancellation of its CIC registration.
In 2026, the RBI revised its scale-based regulatory framework, prescribing an asset threshold of Rs 1 lakh crore for classification in the Upper Layer. Tata Sons reported total assets of Rs 2.01 lakh crore as of March 31, 2026 — more than twice the threshold — according to its FY26 annual report.
Under RBI guidelines, an NBFC seeking exemption from registration must meet prescribed conditions, including not accessing public funds, having no customer interface and holding assets of less than Rs 1,000 crore. The guidelines allow existing NBFCs that neither access public funds nor have a customer interface — including those holding a CoR as Type-I NBFCs — to apply for deregistration by December 31, 2026, provided they meet the exemption criteria.
Crucially, the rules also provide that an NBFC classified in the Upper Layer remains subject to the enhanced regulatory framework for at least five years, even if it subsequently ceases to meet the qualifying criteria.