RBI files caveat in Bombay High Court in Tata Sons listing matter

The Reserve Bank of India (RBI) has preemptively filed a caveat petition in the Bombay High Court in the matter relating to the mandated listing of Tata Sons, to ensure that it gets an opportunity to be heard before the court passes any order if a petitioner approaches it, multiple people aware of the development said.

The bank is understood to have notified Tata Sons about the same.

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The move comes after the RBI, on September 11, rejected Tata Sons’ application to voluntarily surrender its Certificate of Registration (CoR) to be classified as an unregistered Core Investment Company (CIC). The central bank’s decision paves the way for a public listing of the holding company of India’s largest business conglomerate, which has wide-ranging interests across sectors and countries.

Noel Tata, chairman of Tata Trusts and a majority of its trustees have been keen that Tata Sons remain a privately held company and has favoured exploring a mutually acceptable solution with the Shapoorji Pallonji (SP) Group for monetisation of its stake rather than taking the holding company public.

Ashish K Singh, managing partner of law firm Capstone Legal, said that under Section 148A of the Civil Procedure Code (CPC), if Tata Sons or any related party wishes to approach the court to seek any relief against the regulator, they will have to give advance notice to them to ensure the caveator is heard before any order is passed.

“Primarily, the function of the caveat is to ensure that no ex parte ad interim orders are passed without hearing interested parties,” said Singh.

The caveat is a preventive measure that will now safeguard the interests of both parties, said Vyapak Desai, an independent counsel. “No ex parte order or relief against the caveator shall be passed by the court without an opportunity of hearing being given to the caveator,” said Desai.

Last week, the RBI said that, after considering Tata Sons’ application dated March 28, 2024, and subsequent correspondence, it could not accede to the request for voluntary surrender of the CoR.

The RBI has advised Tata Sons to take necessary action to ensure full compliance with all guidelines and instructions applicable to NBFC–Upper Layer (UL) entities.

The development means Tata Sons will continue to remain subject to the regulatory framework applicable to NBFC-UL entities. The company had applied to surrender its CIC registration in March 2024.

Also read: Tata Sons may be valued at steep discount of up to ₹12.5 lakh crore in IPO

The central bank’s decision follows a revision of its scale-based regulatory framework in June 2026, when it set an asset threshold of Rs 1 lakh crore for classifying an entity as an upper-layer NBFC. Tata Sons had total assets of Rs 2.01 lakh crore as of March 31, 2026, more than twice the threshold.

The company had repaid all its debt in an effort to secure deregistration and avoid a listing. However, the RBI’s eligibility conditions stipulate that only entities that do not hold public funds, have no customer interface and possess assets of less than Rs 1,000 crore can qualify for deregistration by December 31.

Tata Trusts, which controls 66% of Tata Sons through the Sir Ratan Tata Trust and the Sir Dorabji Tata Trust, passed a resolution in July 2025 seeking to keep the holding company privately owned.

The Shapoorji Pallonji Group, Tata Sons’ largest minority shareholder with an 18.37% stake, views a listing as the most practical way to unlock value.