Reserve Bank of India sets new Upper‑Layer NBFC rules, listing mandate and larger infrastructure financing limits

The Reserve Bank of India (RBI) issued final revised guidelines for classifying Upper‑Layer non‑banking finance companies (NBFC‑UL) on June 24, 2026. The rules set an asset‑size threshold of Rs 1 lakh crore and require identified NBFC‑ULs to list on stock exchanges within three years, except fully government‑owned NBFCs, which are exempt.

The regulator also increased the large‑exposure limit for Infrastructure Finance Companies (IFCs) in the Upper Layer from 35% to 45% of their eligible capital base, aiming to ease funding for infrastructure projects.

Tata Sons, classified as a core investment company and an Upper‑Layer NBFC, is under scrutiny; its request to deregister to avoid a mandatory listing is pending, and a potential listing could alter the group’s governance structure and help shareholders such as the Shapoorji Pallonji Group reduce debt.

RBI said the asset‑size threshold will be reviewed every three years and an updated list of Upper‑Layer NBFCs will be published soon; previously 15 entities were identified.