MUMBAI: Noel Naval Tata, the chairman of the Tata Trusts which controls Tata Sons, has blasted the board of the holding company led by N Chandrasekaran, for keeping the trusts in the dark about their communications with the Reserve Bank to surrender its upper-layer NBFC licence since March 2024 and asked the board to share all the notings with the trusts by filing an RTI an application since the September 11 letter from the regulator does not demand listing or a timeline for the same.
“Tata Sons should make all efforts to get all information regarding the listing matter. The company should consider making an application to the Reserve Bank under the Right to Information Act and request it to provide a copy of the complete file and notings so that the basis of the decision is before this board and the same should be shared with the Tata Trusts who are the majority shareholders,” Noel Tata told the board meeting today.
Tata was peeved at the fact the board of Tata Sons has decided to go for listing despite two standing unanimous resolutions from the trusts first in May 2025, when the trustees of the Sir Dorabji Tata Trust and the Sir Ratan Tata Trust unanimously agreed that if Tata Sons were to be listed, it would have far reaching implications for the trusts. Subsequently in July 2025 these trusts again passed unanimous resolutions recording that the company should remain unlisted, and requested the Tata Sons chairman to explore all available avenues to ensure that there was no change in the status of the company.
“The chairman of Tata Sons was requested to keep the trusts informed of the progress of its communications with the RBI on the listing matters but sadly the trusts has not informed of anything at all,” he said.
“This board has already taken a decision whether the company remains unlisted. A matter of this kind requires papers, explanations, advice and time, and I have no doubt that these are being assembled. The board will need a full briefing,” he said, asked the board to find any other alternative other than listing including restructuring the company and also seek at least three years to go public if the regulator does not accept its demand.
“At no stage has the company sought to place itself beyond the reach of regulation. It has sought only to preserve a structure that existed for over one hundred years,” he said.
Stating that the latest RBI communication does not ask the company to get listed, but only advises it to take necessary actions to ensure full compliance immediately with its norms related to upper-layer NBFCs, he said “the RBI letter does not mention listing. It prescribes no particular step, and it does not say that the company is in breach. But sadly, what its legal effect is, and what it requires of the company and by when, are questions upon which this board has formed no view.”
Stating that too much is at stake, he said Tata Sons is not a holding company in the ordinary sense. The commercial enterprise and the philanthropy are not adjacent to one another; they are one structure seen from two ends. That structure is more than hundred years old, and it has permitted this company to act, repeatedly, in ways that a purely commercial calculus would not have supported. The Tata Group was conceived as national service carried on through business and the structure of its ownership is what has allowed it to remain so.
“And if Tata Sons is publicly listed, the rights of Tata Trusts as majority shareholders stand to be seriously impaired. Because a listed Tata Sons would be accountable to institutional and foreign shareholders whose legitimate interest is financial returns. It’s doubtful that such shareholders would sanction the deployment of capital to rescue a group company in distress, or the funding of a greenfield venture whose returns lie 15 years away. That is not a criticism of them. It is a description of their mandate, which is not ours,” he said.
What is at stake is something very fundamental, he said and pointed out this very same board had considered this question and reached a conclusion way back in March 2024, when under the guidance of the late Ratan Tata, it resolved, unanimously, that the company should remain unlisted, and that it should apply to the Reserve Bank for voluntary surrender of its certificate of registration. That resolution was implemented, at very considerable cost.
“A company does not commit Rs 20,000 crore to preserve the form. It does so to preserve the substance. The considered and unanimous assessment of this board was that the substance was worth the price,” he said.
“That resolution has never been placed before this board for reconsideration. No director has moved that it be revisited. No note has been circulated inviting the board to take a different view. No item to that effect has appeared upon any agenda, including today's. It is and remains the standing decision of this board, and it will remain so until this board, sitting as a board, decides otherwise. The board has no choice but reinforce and reiterate its prior resolution to do everything that needs to be done to ensure that the company remains private,” Noel reiterated and said “that resolution remains unaltered and intact, and nothing that has occurred since has altered it and the resolution passed by this board is in full force.”
Noting that the very same RBI’s scale-based regulations require an upper layer-NBFC to mandatorily list “also expressly provides that such an entity can move out of the regulatory framework if the movement is on account of voluntary strategic move to readjust operations according its board approved policy. We must explore all avenues and possibilities to move out of the regulatory framework that requires mandatory listing and engage fully with the RBI for this purpose.”
“A formally recorded and unanimous position of the majority shareholder is a matter to which this board must give the most serious weight. Those resolutions remain unamended and unrescinded, and they continue to be the unequivocal voice of Tata Trusts on this topic. Nor has any trustee of either trust moved for the reconsideration of those resolutions. No meeting has been convened to revisit them. No proposal to amend or to rescind them has been tabled,” he fumed.
Noting that at the September 2025 board meeting, Chandra assured the directors that all necessary steps were being taken to ensure that the company maintained its unlisted status, he said “I accepted the assurance as sincerely given. Today’s meeting outcome will validate if that statement was sincerely given.”
“Again at the February 24, 2026 board meeting, I asked the chairman to publicly state his personal determination and desire was for the company to remain private and if the company was doing everything to remain private. In response, he reiterated that the company has taken all necessary steps to remain private. I do not read the assurance given in September 2025 and February 2026 as having expired.”
Warning the board to behave, Noel said, “going forward, the Tata Trusts must be engaged at every step and not informed of the outcome afterwards. Any structural step towards a listing will in any event require shareholder approvals which only they can give, so their involvement is not merely desirable but unavoidable, and it is better secured by deliberation now than sought by requisition later. And the trustees have obligations of their own, owed to the objects of the trusts and answerable elsewhere, which they cannot discharge upon information they receive after the event.
“I would therefore ask that the Trusts be involved in and consulted before any submission is made to the RBI, before any adviser is appointed, and before any position is taken on structure or on timing.”
Describing September 11 RBI letter reached the Tata Sons board without a warning, he said in a matter of this importance, pending for two-and-a-half years, in which the company was said to be in close and continuous engagement with the regulator, it is ordinarily expected that a company in such engagement would have had some sight of the direction in which the decision was moving, which would have necessitated an update to the board so that the company could take necessary measures and actions.
Asking the board to act fast, he said “on my reading, the RBI’s rejection letter does not say that listing is the only option. Considerable room remains, and this board should occupy that room rather than concede it as the company should have asked RBI it be heard before the final view was taken. But sadly, “no such hearing seems to have been given and the regulator’s decision of September 11 thus does not abide by the notions of fairness and natural justice.”
In the meanwhile, the company must explore all permissible avenues and options to avoid public listing. As I indicated earlier, the letter from the regulator does not even name listing. There are other options available. The company can consider restructuring, he said.
The board, in consultation with the Trusts, must obtain legal advice from counsel upon the remedies available in respect of the communication, so that it may take its decisions with knowledge of its options.
The company should also engage with the RBI on the question of time, he said, adding “even assuming for argument’s sake that a listing was required, and the only option is that the company must list, the company should be given a period of three years to comply. The three-year period should start now.”
“This company holds something in trust. Its majority shareholder is a charity. Its dividends fund hospitals, universities and research for which no shareholder will ever be repaid. Its capital has repeatedly been placed at risk for reasons no analyst would have endorsed and from which the country has nonetheless benefited. That is not sentiment. It is the operating model of the House of Tats, and it has stood the test of time for more than a century. A listing will destroy its character and strike at the heart of this principle,” Tata concluded.