RBI— DC File

MUMBAI: The Reserve Bank of India (RBI) has filed a caveat petition in the Bombay High Court seeking that the Court hear it if the Tatas challenge its decision asking the company to list on the bourses. A Tata Sons Board meeting is scheduled this Thursday where the conglomerate’s next course of actions is likely to be discussed.

According to reports, the RBI is understood to have notified Tata Sons about the same.

Homi Ranina, advocate Supreme Court of India explained, “The caveat appears to be a pre-emptive move by the central bank to ensure that the court considers its explanation and position regarding its
decision to reject Tata Sons’ plea to deregister as a Core Investment Company before the Court passes any order including an interim order.”

“The Tata Sons Board will decide whether or not to file a writ petition on Thursday. A writ petition can generally be filed if there is a patent error or the authority like RBI has acted in a malafide
manner or violated principles of natural justice. In this case, all opportunity was given to Tata Sons for nearly two years and therefore the RBI cannot be held guilty of violating principles of natural
justice. Thirdly, the RBI has been fair and applied the guidelines to all companies which fall under the criteria of upper layer NBFCs, so the RBI cannot give a special dispensation to Tata Sons because there are no exceptions provided for applying these guidelines,” added Ranina.

An Initial Public Offering (IPO) for Tata Sons would mean it would have to meet the disclosure, governance and regulatory requirements applicable to listed entities, giving investors greater visibility into its financial performance, investments and business structure.

The RBI classified Tata Sons as an Upper Layer NBFC in September 2022. Under the framework, such large NBFCs are subject to stricter regulation and a mandatory stock-market listing. The original listing deadline for Tata Sons was September 30, 2025.

In 2024, Tata Sons applied to surrender its Core Investment Company (CIC) registration. The group said it has repaid over Rs 21,000 crore of debt and become debt-free. If approved, this would have allowed it to exit the NBFC framework and remain a private, unlisted holding company.

However, RBI's revised rules use a Rs one lakh crore asset threshold for Upper Layer classification, and Tata Sons' standalone assets were well above this threshold, around Rs 1.75 lakh crore as of March 2025.

RBI also appears to have rejected the argument that Tata Sons could simply escape regulation because it had become debt-free.

In July 2025, Tata Trusts, which controls 66 per cent of Tata Sons through the Sir Ratan Tata Trust and the Sir Dorabji Tata Trust, passed a resolution seeking to keep the holding company privately
owned. However, Shapoorji Pallonji Group which owns 18.37 per cent has consistently favoured listing of Tata Sons as the cleanest route to price discovery and an exit.


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