Tata Sons chairman N. Chandrasekaran. File
| Photo Credit: PTI

Tata Sons Pvt. Ltd., the principal investment holding company and promoter of Tata Group companies, was established in December 1917 as a trading firm to manage the profits of its operating businesses. Headquartered at Bombay House in South Mumbai, Tata Sons earns its income from dividends paid by its operating companies. It is governed by a board comprising executive chairman N. Chandrasekaran; Tata Trusts’ nominee directors Venu Srinivasan and Noel Naval Tata; independent directors Harish Manwani and Anita M. George; and executive director and chief financial officer (CFO) Saurabh Agarwal.

Today, Tata Sons, the group’s promoter company, faces questions over leadership, ownership and regularly issues amid growing differences over who should serve as its executive chairman and whether the company should be listed.

Tata Trusts, the philanthropic trusts established by contributions from members of the Tata family, own 66% of the equity capital of Tata Sons. Noel Naval Tata, as chairman, heads the Tata Trusts. Through dividend income from Tata Sons, the Tata Trusts support education, health, livelihood generation, scientific research and art and culture across the country.

Until 2017, the company was known as Tata Sons Ltd., a public company. It was made private that year and renamed Tata Sons Pvt. Ltd. Some of the large group companies in which Tata Sons has investments include Tata Consultancy Services (TCS), Tata Steel, Tata Motors, Tata Motors Passenger Vehicles, Tata Chemicals, Tata Elxsi, Titan, Trent, Tata Power, Tata Capital and Tata Consumer Products. It has several unlisted companies as well, including Tata Projects, Tata Advanced Systems, Tata Digital and Air India. In recent years, it has invested in new businesses such as semiconductors, electronics manufacturing, batteries, aviation, digital commerce, telecom equipment and defence manufacturing.

Each Tata company or enterprise operates independently under its own board of directors. An unusual business entity, Tata Sons is majority-owned by philanthropic trusts, manages independently run companies and is privately held. This distinctive structure has defined the Tata group for more than a century.

Tata Sons was established during the chairmanship of Sir Dorabji Tata, the elder son of Tata Group founder Jamsetji Tata, who served as chairman from 1904 to 1932. The other chairmen of Tata Sons included Sir Nowroji Saklatvala, J.R.D. Tata, Ratan Naval Tata, Cyrus Mistry and, currently, Natarajan Chandrasekaran.

Besides Tata Trusts, the other shareholders of Tata Sons include the Shapoorji Pallonji Group (SP Group), with an 18% holding; Tata Group companies, with about 13%; and individuals, mostly Tata family members, who hold about 3%. For FY2026, Tata Sons reported a standalone profit of ₹31,961 crore, up 22% from the previous year, while revenue increased 9.1% to ₹42,367 crore. Consolidated revenue reached ₹16.24 lakh crore, and profit rose 52% to ₹1.71 lakh crore.

Multiple challenges

While Tata Trusts, the majority shareholders, have opposed and disputed the September 17 re-appointment of executive chairman for a third term starting in February 2027, the company’s board has ratified the decision. The move has brought the board into confrontation with the majority stakeholder, led by Tata Trusts Chairman Noel Tata, raising questions over who ultimately governs Tata Sons.

There was another development that heightened the tensions within the group. In a major regulatory development, the Reserve Bank of India, on September 11, 2026, rejected Tata Sons’ application, made on March 28, 2024, for voluntary surrender of its Certificate of Registration to be classified as an unregistered Core Investment Company (CIC).

The RBI, after keeping the application under examination for nearly two and a half years, directed Tata Sons to comply with the regulations applicable to upper-layer non-banking finance companies (NBFCs), a move that has been interpreted as mandatory stock exchange listing. Under RBI rules, NBFCs in the upper layer are subject to enhanced requirements, including mandatory listing within the prescribed regulatory framework.

While the company’s board, by a majority vote, has approved a resolution to comply with the RBI’s directive, its majority owner, Tata Trusts, does not want the company to be listed. The Trusts argue that keeping Tata Sons privately held is integral to the ownership model through which dividends support philanthropy.

With these two major developments, the conflict between the Tata Sons board and Tata Trusts has become public. Both sides are preparing for a bitter legal battle, which could be a replay of what happened a decade ago.

Ten years ago, the Tata Trusts had to assert their authority to oust then Tata Sons executive chairman, Cyrus Mistry, in a boardroom battle. In October 2016, Ratan Tata, who had retired as Tata Sons chairman in 2012, returned as its interim chairman and fought a bitter battle with Cyrus Mistry and the Shapoorji Pallonji Group (SP Group).

Mr. Chandrasekaran, then TCS managing director and chief executive, was appointed executive chairman of Tata Sons in February 2017.

Until his death in October 2024, Ratan Tata retained considerable influence over the affairs of Tata Sons. Ratan Tata first became chairman of Tata Sons in 1991 and continued until 2012. He also headed Tata Trusts, leaving little scope for a conflict between the company and its shareholders.

Increasing differences

Differences have surfaced since Noel Tata, the half-brother of Ratan Tata, took over as Tata Trusts chairman in October 2024. Over the past few months, the differences have become increasingly visible. The matter has been complicated further by the SP Group’s support for a listing, as it seeks to monetise its stake to meet its financial obligations.

The Tata Trusts have offered the SP Group an opportunity to dilute its stake, valued at about ₹25,000 crore, in 18 months to avoid a listing. But in a recent statement, SP Group chairman Shapoorji Pallonji Mistry, who is Noel Tata’s brother-in-law, welcomed the RBI’s decision and backed the listing of Tata Sons.

Tata Sons is today a combination of an investment holding company, a capital allocator, a promoter of dozens of businesses and a bridge between a large commercial conglomerate and its philanthropic owners. As battle lines are drawn between the Tata Sons board and its majority shareholder, the coming months will determine whether the board or its majority owner prevails. More fundamentally, the tussle raises a question about the future of Tata’s distinctive ownership model and whether it can survive in its present form.

The story so far: At a board meeting of Tata Sons on Thursday (September 17, 2026) the Board, following a decision by the Nomination & Remineralisation Committee (NRC), requested Executive Chairman N. Chandrasekaran to reconsider his decision of not seeking re-appointment, and instead asked him to continue for a period of five years. Mr. Chandrasekaran “acceded to the request” and was re-appointed for the third term starting February 2027. This has now sparked off a back-and-forth between Tata Sons and Tata Trusts .

Who are the board members and what did they decide?

The Board members include Mr. Chandrasekaran (Chairman), Venu Srinivasan (Tata Trusts nominee direction), Noel Tata (Tata Trusts nominee director), Harish Manwani (Independent Director), Saurabh Agarwal (Executive Director & CFO), and Anita M. George (Independent Director).

After Mr. Chandrasekaran agreed to accept the request of the NRC, the Board “thereafter” resolved by a majority vote to re-appoint him as Executive Chairman for a further term of five years upon the expiry of his current tenure. Four directors, other than Noel Tata, voted in favour of the resolution.

Tata Trusts, which holds a 66% stake in Tata Sons, has termed this reappointment and decision as illegal since Noel Tata vetoed it.

The Tata Sons Board also resolved to initiate steps to comply with the applicable RBI Guidelines and decided it would seek guidance from RBI, Tata Trusts and other stakeholders on applicable compliance requirements.

Earlier, on September 11, the RBI had rejected Tata Son’s application for de-registration of its Core Investment Company NBFC license and had asked it to immediately comply with the regulations, which has been interpreted by some as ordering it go for mandatory listing.

Why did Mr Chandrasekaran opt out of the race in the first place?

On August 12, 2026, Mr Chandrasekaran in a letter to the Board had expressed his desire not to seek reappointment at the expiry of his tenure, stating that it lacked unanimity because one board member [Noel Tata] had not approved the re-appointment.

What was the reason given by the Board to take Mr Chandrasekaran back?

The Tata Sons Board stated it had received from Tata Trusts their unanimous resolution dated July 28, 2025, expressing their appreciation of Mr. Chandrasekaran for his stewardship of the Group from 2017 onwards. In recognition of these efforts, Tata Trusts resolved that he be re-appointed as Executive Chairman for a further term of five years. Subsequently, in September 2025 the Board of Tata Sons agreed in principle to re-appoint Mr Chandrasekaran as Executive Chairman for a further term of five years.

Pursuant to the applicable provisions of the law, the Board decided to obtain the relevant formal approval in February 2026. But, in the absence of unanimity, the resolution was deferred for decision. In subsequent Board meetings in May 2026 and June 2026, this matter was discussed but was not resolved.

In view of the above, on August 12, 2026, Mr Chandrasekaran opted not to offer himself for re-appointment upon the expiry of his current term. But on September 3, 2026, the NRC of the Board of Tata Sons [comprising Mr. Srinivasan, Mr. Manwani & Ms. George] met to discuss his letter and the issue of his re-appointment as Executive Chairman.

”After due deliberation and in recognition of his contributions and the larger interests of the Tata Group, the NRC unanimously resolved to request him to reconsider his decision and to recommend him for re-appointment at the next Board meeting [that took place on Thursday],” Tata Sons said in a statement.

What is the dispute now?

Tata Trusts, the majority owner of Tata Trusts, with a 66% holding, through its Chairman Noel Tata has vetoed both the resolutions & decisions of the Tata Sons Board.

The Trusts said Mr Chandrasekaran, having already expressed his desire to opt out, cannot now revisit his re-appointment as this decision has been “duly accepted and has attained finality”.

As per the Trusts, this decision was freely taken, clearly expressed and was not the outcome of any process of review. It was made public without prior intimation or any deliberations with the shareholders of the company. Once such a decision has been publicly communicated, it has consequences that cannot be afterwards undone, since the Group’s employees, its lenders and counterparties, the market and the majority shareholder have all proceeded on it.

The Tata Trusts said they formally placed on record their acceptance of the decision the following day (August 13, 2026) and advised Tata Sons to initiate the process for setting up a Selection Committee for the appointment of a successor, in accordance with the Articles of Association of Tata Sons.

“The Trusts’ position remains unchanged, as a considered judgement of a majority shareholder. This position was reiterated in today’s board meeting by the Chairman, Tata Trusts. The resolution seeking to reappoint Mr. Chandrasekaran in the Board meeting today, with four Directors voting in favour, and Mr. Noel against, was a legal nullity in view of the provisions of the Articles of Association of Tata Sons,” Tata Trusts Chairman Noel Tata said in his statement at the board meeting.

Why does Tata Trusts say the re-appointment is illegal?

As per Tata Trusts, the process for appointing a Chairman of Tata Sons under the Article of Association requires a majority of the Trusts’ Nominee Directors voting in favour of the resolution. That process applies equally to a first appointment (when Mr. Chandrasekaran was appointed in 2017) and to re-appointing someone who already holds the office.

“The Board, accordingly, cannot lawfully hold a meeting or pass a resolution on the Chairman’s appointment or reappointment unless both nominee directors are present, and cannot validly pass such a resolution unless both nominee directors vote in favour. [In this case the two nominee directors are Venu Srinivasan and Noel Naval Tata],” Tata Trusts Chairman said in his statement at the board meeting.

Given that Mr. Noel, being one of the Trust nominee directors, voted against the proposal, it was rendered legally void and without any basis even though the other nominee director Venu Srinivasan voted in favour.

Justice D.Y. Chandrachud (former Chief Justice of India) has given a legal opinion regarding the correctness of the Trusts’ stand.

What is Tata Trusts stand on the RBI order and likely listing of Tata Sons?

Tata Trusts has asked Tata Sons to explore options other than listing and “save” the Tata model. It has completely opposed the listing to preserve the more-than-a-century-old structure of Tata Sons and the Tata Group.

According to Tata Trusts, the Tata Sons Board had already considered the matter of public listing and reached a unanimous conclusion in March 2024, under the guidance of the late Ratan Tata, and had resolved that the Company should remain unlisted.

In July 2025, the Sir Dorabji Tata Trust and the Sir Ratan Tata Trust also unanimously passed resolutions that the Company should remain unlisted and the same was duly communicated to Tata Sons for necessary action.

Why are the Tata Trusts opposed to the listing of Tata Sons?

According to the Trusts, Tata Sons is not a holding company in the ordinary sense. Approximately 66% of its equity is held by the Tata Trusts. Dividends received from the operating companies flow, through the Trusts, into public charity.

The argument is that the interests which Tata Trusts bring to this Board is public interest held for the millions of beneficiaries of the charities which the dividends of this Company sustain. The commercial enterprise and philanthropy are not adjacent to one another — they are one structure seen from two ends.

That structure is more than a hundred-years-old, and it has permitted this Company to act, repeatedly, in ways that a purely commercial calculus would not have supported, Mr Noel said.

The Tata Group was conceived as national service carried on through business and has been so conducted for more than hundred years and the structure of its ownership is what has allowed it to remain so, the Tata Trusts have argued.

The principal activity of the company is to invest in and support the companies of the Tata Group. If Tata Sons is publicly listed, the rights of Tata Trusts as majority shareholders stand to be seriously impaired.

A listed Tata Sons would be accountable to institutional and foreign shareholders whose legitimate interest is financial return. It is 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 fifteen years away, the Trusts reasoned.

”What is at stake is something very fundamental. The nature and character of the Tata Group as a unique institution,” Tata Trusts stated.

A listing will destroy its character and strike at the heart of this principle, Mr. Noel said.

What is the view of the Shapoorji Pallonji (SP Group), which holds an 18% stake in Tata Sons?

Shapoorji Pallonji Group Chairman Shapoorji Pallonji Mistry has “wholeheartedly” welcomed the RBI’s decision on the status of Tata Sons and has supported its listing for the sake of transparency, accountability, fairness and responsible institution-building.

He said a transparent and publicly accountable Tata Sons can strengthen the entire ecosystem, broaden participation, enhance governance, give greater visibility to value, protect the legitimate interests of investors and provide the basis for a more robust and equitable dividend policy.

“Most importantly, it can strengthen the capacity of the Tata Trusts to pursue their philanthropic responsibilities over generations,” Mr. Mistry stated.

“From my side, I want to make my views unequivocally clear. I look forward to working closely and constructively with Tata Sons on this pathway,” he stated.

How has Tata Trusts interpreted RBI communication?

The September 11, 2026 communication received from the RBI records that the company’s request for voluntary surrender of its certificate of registration cannot be acceded to, and it advises the company to take necessary actions to ensure full compliance, immediately, with the guidelines and instructions applicable to a non-banking financial company in the Upper Layer.

The communication does not specifically mention listing. It prescribes no particular step, and it does not say that the company is in breach.

The RBI has not held the company’s reasoning to be wrong, Tata Trusts has argued. It has declined an application for voluntary surrender of registration without providing any reasons.

The RBI’s decision to lodge caveats in anticipation of a challenge to its order is an unusual step for a regulator.

Tata Trusts further said that the same RBI’s Scale Based Regulations that require an Upper Layer NBFC to mandatorily list also expressly provides that an Upper Layer NBFC can move out of the enhanced regulatory framework.

The board 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, Mr Tata said.

What Tata Trusts want Tata Sons to do as a way forward?

Tata Trusts wants Tata Sons to make a detailed representation for reconsideration and fully engage with the regulator. It added that the reasons for the rejection must be known.

It has asked Tata Sons to explore all permissible avenues and options to avoid public listing. “There are other options and avenues available. The Company can consider restructuring.”

“Engage with the regulator immediately upon the question of time. 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,” Mr Noel said in his statement.

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The head office of the Tata group in Mumbai, India
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Tata Sons chairman N. Chandrasekaran. File
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