RBI draft for upper layer non-banks affects CICs disproportionately, raises compliances costs

Mumbai: The Reserve Bank's recently released draft on upper layer non-bank finance companies (NBFCs) impacts core investment companies "disproportionately" by upping compliance costs, a report said on Monday.

India Ratings said mandatory listing requirements could prove onerous for several CICs, especially those structured primarily for promoter-level capital allocation rather than public-market access.

It can be noted that the RBI had come out with a draft on classifying NBFCs-ULs, amid intense speculation over the fate of the CIC Tata Sons on listing, and whether the revised directions continue to make a listing necessary for the salt to software conglomerate.


Under the draft revisions, the RBI is proposing a threshold of Rs 1 lakh of AUM over which every entity will become a NBFC-UL, and also include state-run companies in the list. Tata Sons had assets of over Rs 1.7 lakh crore as on March 2025.

"While the NBFC-UL framework is broadly benign for the sector at large, CICs emerge as the clear outliers. CICs with consolidated assets approaching or exceeding Rs 1 lakh crore will face disproportionate compliance costs under the new regime," the rating agency said.

If the framework is applied on a consolidated rather than a standalone basis for assets under management calculation, its scope would extend to several corporate groups operating under the CIC structure, many of which are privately held and unlisted.

It added that several CICs have highly concentrated investments in step-down subsidiaries and the LEF (large exposures framework) application in such cases could prove operationally challenging.

The final draft might provide greater regulatory clarity and resolve these concerns, it said.

"The revised draft framework for categorising NBFCs into NBFC-UL is unlikely to have any significant impact on existing NBFCs. However, CICs could face challenges with the AUM-based approach, especially in terms of listing equity and enhancing compliance and governance requirements," its director for financial institutions Karan Gupta said.