India’s central bank has rejected Tata Sons’ request to avoid going public, mandating the conglomerate to comply with new regulatory requirements that could lead to one of the country’s largest initial public offerings (IPOs). The Reserve Bank of India (RBI) communicated its decision directly to Tata Sons’ chief financial officer, Saurabh Agrawal, indicating that the holding company’s application to deregister as an upper-layer shadow bank was denied and that it must adhere to the RBI’s guidelines without delay.

The RBI’s directive follows its 2022 classification of Tata Sons, India’s largest conglomerate, as one of the country’s top non-banking financial companies (NBFCs). Under this classification, the conglomerate is required to become publicly listed within three years as part of efforts to enhance transparency in the financial sector. Tata Sons is a vast private entity with investments spanning numerous sectors, including defence, steel, consumer goods, information technology, automotive, and aviation. Its portfolio comprises hundreds of subsidiaries and 26 publicly traded companies, among them Jaguar Land Rover, Air India, and Tata Consultancy Services.

Despite not operating as a traditional lender, Tata Sons’ extensive financial involvement in its subsidiaries led to the RBI’s NBFC classification. After reducing its debt load, the conglomerate sought reconsideration of this status in March 2024, but the RBI maintained its position, underscoring the need for compliance.

The mandate has triggered internal friction within the conglomerate at a time marked by leadership instability. Chairman N Chandrasekaran unexpectedly resigned last month amid ongoing board disputes and weak performances from key group businesses, including its IT services division and the loss-making Air India airline.

The question of whether to proceed with a public listing has been a contentious issue within the group for some time. Noel Tata, chair of the charitable trusts owning a majority stake following the death of his half-brother Ratan Tata two years ago, has reportedly opposed the IPO. He reportedly favors keeping the firm private to maintain greater flexibility for long-term investment decisions. Opponents of the private structure argue that it allows dominant control by the trusts, effectively enabling veto power over major strategic moves.

An IPO, supporters contend, would align the trust’s stakes with those of ordinary shareholders, reducing concentrated control. The RBI’s ruling also favors Shapoorji Pallonji, an engineering and construction firm holding an 18 percent stake in Tata Sons. The debt-burdened company has advocated publicly listing Tata Sons to facilitate the sale of its shares.

Tata Sons did not offer a comment, and representatives for Noel Tata and the RBI did not respond to requests for statements.