Ratan Tata's legacy tested: The growing rift within Tata Trusts, Tata Sons

Tata Sons is grappling with internal divisions within Tata Trusts and pressure for a public listing, a year after Ratan Tata's passing

46-Tata-Trusts-chairman-Noel-Tata Boardroom battle: Tata Trusts chairman Noel Tata | Amey Mansabdar

THE FIRST ANNIVERSARY of Ratan Tata’s death cast a reflective shadow over Tata Group, the conglomerate he transformed into a global powerhouse through bold acquisitions like Tetley Tea and Jaguar Land Rover. Beyond business, Ratan Tata’s legacy as chairman of Tata Trusts reshaped Indian philanthropy. Yet, a year on, Tata Trusts, which hold a 66 per cent stake in Tata Sons—the holding company of Tata Group—are grappling with internal divisions.

Tata Trusts’ 66 per cent stake grants it significant influence over Tata Sons and, by extension, the broader group. A public listing could dilute this control.

The fault lines are seemingly on the nomination of members to the Tata Sons board. Two factions have emerged: one aligned with Noel Tata, Ratan’s half-brother who succeeded him as chairman of Tata Trusts, and another led by trustee Mehli Mistry, a cousin of former Tata Sons chairman the late Cyrus Mistry.

The Trust’s board comprises distinguished figures. Of them, Venu Srinivasan, chairman emeritus of TVS Motor, and former defence secretary Vijay Singh are reportedly with Noel Tata. Senior lawyer Darius Khambata, philanthropist Jehangir H.C. Jehangir and Pramit Jhaveri, former CEO of Citi India, are likely with Mehli Mistry.

A significant point of contention was related to the reappointment of Vijay Singh as nominee director at Tata Sons. The 77-year-old Singh reportedly resigned from Tata Sons board after facing opposition from a few trustees to his reappointment. Such discord is unprecedented for a group known for its cohesion. The Tata Sons board now includes executive chairman N. Chandrasekaran, Noel Tata, Venu Srinivasan, independent directors Harish Manwani and Anita George, and group CFO Saurabh Agrawal.

The rift even reached New Delhi, with Tata representatives, including Chandrasekaran and Noel Tata, meeting Home Minister Amit Shah, reportedly in the presence of Finance Minister Nirmala Sitharaman. While no official details of the discussions have been disclosed, sources suggest the ministers urged the trustees to resolve their differences amicably to safeguard the group’s stability. As the holding company of a conglomerate spanning aviation, defence, consumer goods, retail, software services, and semiconductors, Tata Sons is a cornerstone of India’s economy, likely prompting this high-level intervention.

Beyond boardroom disputes, a more pressing issue looms: the potential listing of Tata Sons. Under the Reserve Bank of India’s scale-based regulations, non-banking financial companies (NBFCs) classified as upper-tier entities must list on stock exchanges. Tata Sons, identified as one of 15 such entities, had a listing deadline of September 30, 2025. Despite surrendering its NBFC licence in 2024 and reducing its net debt from Rs20,642 crore in March 2023 to a cash-positive Rs2,680 crore by March 2024, Tata Sons remains classified as a core investment company. The RBI has yet to clarify its stance on Tata Sons’ listing obligations.

Tata Trusts’ 66 per cent stake grants it significant influence over Tata Sons and, by extension, the broader group. A public listing could dilute this control by introducing external shareholders. The group has made representations to the RBI to remain private, leveraging its strengthened financial position, including dividend income and share buybacks used to repay debts in 2023-24. However, Shapoorji Pallonji (SP) Group, which holds an 18.37 per cent stake in Tata Sons, strongly advocates for a listing. Burdened with an estimated Rs60,000 crore in debt, SP Group sees listing as a means to unlock value and facilitate an exit to reduce its financial strain.

The relationship between the Tatas and SP Group, cordial for generations, soured after the 2016 ousting of Cyrus Mistry as Tata Sons chairman. Cyrus Mistry’s death in a car crash in 2022 added a tragic note to the saga. Shapoorji Mistry, Cyrus’s brother who leads SP Group, has argued that public listing is not just a financial necessity but a “moral and social imperative” that would benefit over 1.2 crore indirect shareholders of listed Tata companies. “A transparent and publicly accountable Tata Sons would pave the way for a robust and equitable dividend policy, thereby ensuring sustained inflows to the Trusts,” he said.

Many experts echo this view. Akshat Khetan, founder of AU Corporate Advisory and Legal Services, believes listing would diversify shareholding and bring fresh perspectives without compromising the Tata brand. “Wherever necessary, there are ways and means to reinforce and protect the Tata brand, and the board as well as the trusts would take care of it,” he said.

Shriram Subramanian, founder of InGovern Research Services, said that a listing could reduce the Trusts’ influence but empower Tata Sons board. However, he cautions that should unresolved issues escalate, then its impact will have to be closely watched out for. “SP Group clearly wants an exit, and they have issued statements that Tata Sons should list. But to say it is a moral issue is not right. Listing is not the only solution for those seeking an exit,” said a person who has worked with the Tata Group.

Despite the RBI’s silence, sources indicate the Tatas may have convinced the regulator to allow Tata Sons to remain private, with clarity expected by year-end. The trustees and Tata Sons board have historically aligned on maintaining private status, though recent divisions cast a doubt on this consensus. If the RBI permits Tata Sons to stay private, it must still address the SP Group’s exit demands, possibly through a negotiated buyback or other financial arrangements.

Market observers and legal experts remain optimistic that the rift will not disrupt operations of Tata Sons or its many companies. The Trusts’ recent backing of Chandrasekaran, whose tenure as chairman was extended for another five years, signals confidence in his leadership. Since taking over in 2017, Chandrasekaran has steered the group through challenges like the Covid-19 pandemic, overseen the acquisition and restructuring of Air India, and driven Tata Motors’s demerger. Under his watch, reports ICRS, Tata Sons’s net worth has soared from Rs43,252 crore in 2018 to nearly Rs1.5 lakh crore in 2025, with profit after tax rising from Rs2,680 crore in 2019-20 to Rs26,232 crore in 2024-25.

“As of now, Tata Sons will continue to function independently, and there is no impact on the operating companies,” Subramanian said. Market experts hope the tensions don’t escalate and end up influencing strategic decisions. A Tata Trusts meeting on October 10, a day after Ratan Tata’s death anniversary, was reportedly cordial. “It is very important for the group and for the nation that the issues are resolved permanently and immediately,” Khetan said. “They will need to sit together and think from a bigger group perspective.”

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