Tata Sons IPO: Why is Tata Group company delaying the upcoming IPO?

Tata Sons IPO: After the Reserve Bank of India (RBI) rejected the proposal from the Tata Group company, asking for an exemption from the listing of its shares, investors are awaiting Tata Sons IPO. As per the SEBI norms, Tata Sons IPO must be listed by September 2025. The Tata Group’s Non-Banking Financial Company (NBFC), which falls under the “upper layer non-banking financial companies” category, must fulfil the regulatory requirements to meet this deadline.

Tata Sons IPO news

However, the upcoming IPO hit the headlines in August 2024 when Tata Sons voluntarily surrendered its certificate of registration to the RBI after repaying over ₹20,300 crore in debt to remain an unlisted entity. Following this, Tata Sons can maintain its status as a closely held company without listing its shares on the stock exchange, which is required under RBI regulations.

Dual role of Venue Srinivasan

Tata Sons IPO is again in the news as four-time lawmaker from Nalanda (Bihar), Kaushalendra Kumar, has written a letter to Finance Minister Nirmala Sitharaman, bringing her attention to the controversy around Tata Sons. The Lok Sabha MP representing Janata Dal (United) or JDU, which is an ally of the NDA Government at the centre, pointed out the dual role of Venu Srinivasan, the Vice Chairman of Tata Trusts and a director at Tata Sons, who also serves as a director at the RBI.

“Yes! I have written a letter to Finance Minister Nirmala Sitharama requesting her intervention in the dual role of Venu Srinivasan at Tata Sons and RBI. His dual role puts government institutions like RBI under the scanner. Tata Sons may use Mr Venu’s presence at the RBI to bypass some regulatory obstacles, especially listing requirements. This may hit the interests of retail and other investors investing in the upcoming IPO of the Tata Group,” Kaushalendra Kumar said in a telephonic conversation.

The JDU lawmaker noted that the deregistration attempt by Tata Sons and the presence of Venu Srinivasan at RBI may harm investors’ interests. Hence, he wrote a letter to the Indian Finance Minister requesting intervention. The Lok Sabha MP had written a letter to the Finance Minister on 17th December 2024.

Tata Sons’ tricky approach to avoid share listing

Echoing with member parliament’s concerns over Tata Sons’ commitment towards meeting the September 2025 deadline, a Mirae Asset Capital Markets spokesperson said, “TATA Sons is classified as an Upper Layer NBFC and has time till Sep 2025 for mandatory listing. As per historical responses, TATA does not want to list this holding company as it is not involved in lending operations. Tata may retire its debt from the balance sheet to avoid mandatory listing by removing borrowings from the book and thus deregistered as a core investment company. Once it deregisters as CIC, Tata Sons does not have to come for an IPO. Tata Sons’ subsidiary, Tata Capital Financial Services, is preparing for an RBI-mandated IPO.”

Raising doubt over the commitment of Tata Sons to meet the September 2025 deadline, Yashovardhan Khemka, Senior Manager – Research & Analytics at Abans Holdings, said, “Tata Sons is classified as an Upper Layer NBFC and ranks as the fifth-largest NBFC based on weighted criteria. Due to its size and the requirement to remain in the Upper Layer, Tata Sons has limited options to avoid mandatory listing. The company has already retired its borrowings following share sale transactions and, in September 2024, sought a waiver from the RBI, which was rejected. It is now seeking approval to surrender its NBFC license and become a holding company.”

What does NBFC mean for Tata Sons?

In October 2021, the RBI introduced a four-tier regulatory framework for non-banking financial companies (NBFCs) to enhance oversight and reduce risks in the broader financial system. NBFCs are to be categorized into four tiers: Base Layer, Middle Layer, Upper Layer, and Top Layer, with the Top Layer initially kept vacant to allow for stricter regulation if needed.

Upper Layer NBFCs must undergo mandatory listing within three years of being classified as Upper Layer NBFCs.

An NBFC’s classification into the Upper Layer is based on a combination of quantitative criteria, such as asset size and qualitative factors. Quantitative criteria are weighted at 70%, while qualitative factors account for 30%. Additionally, regulations require the top 10 NBFCs by asset size to remain in the Upper Layer. Once categorized in the Upper Layer, an NBFC remains in this tier regardless of changes in quantitative or qualitative metrics.

These regulations apply to all deposit-taking and non-deposit-taking NBFCs, including Infrastructure Debt Funds, Infrastructure Finance Companies, Housing Finance Companies, and Core Investment Companies.

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