Markets advocacy group InGovern has said that the Reserve Bank of India’s April 10 and 29 directions on upper-layer non-banking financial companies (NBFCs) leave the Tata Group with no option but to go public. It termed Tata Sons’ attempt to remain a private entity by seeking to de-register its NBFC licence as “dead on arrival”.
Filed in March 2024, the application has now been rendered substantively and procedurally deficient by the evolving regulatory landscape of 2026, the group said in a report. It added that, to uphold the integrity of financial markets and ensure compliance with the 2026 framework, the RBI should issue a definitive public order rejecting Tata Sons’ application for de-registration of its NBFC licence at the earliest.
“With these directions from the RBI, the regulatory landscape has shifted significantly, and there is no remaining legal basis to provide an exemption to an entity of this magnitude. Tata Sons should be issued a clear directive to initiate the listing process as an upper-layer NBFC by the March 2027 deadline, in strict accordance with the latest master directions,” the report said.
While the April 10 draft directions propose a strictly quantitative Rs 1 lakh crore asset threshold for automatic upper-layer classification, the April 29 directions make it amply clear that even indirect exposure to public deposits or credit renders parametric scoring and debt-reduction defences obsolete, the report said.
It may be noted that, to circumvent the September 2025 RBI deadline for upper-layer NBFCs to list — issued in October 2022 — Tata Sons retired over Rs22,000 crore of debt by March 2024 and, in the same month, moved an application to the regulator to cancel its NBFC licence. However, the RBI has neither formally accepted nor rejected the application yet. In its latest upper-layer NBFC list issued in January 2025, the RBI included Tata Sons. This is despite it being a core investment company that does not accept public deposits or have outstanding debt.
“An analysis of the latest RBI directives — specifically the April 10, 2026 amendment directions on classification, and the critical clarifications issued on April 29, 2026 — shows that Tata Sons’ application is ‘dead on arrival’. The attempt to circumvent mandatory listing obligations under the scale-based regulatory framework is incompatible with current standards of financial oversight,” the InGovern report said.
