Tata Trusts has pushed back , with its chairman Noel Tata saying the company should explore alternatives and warning that an IPO would fundamentally alter the character of the Tata Group.
“A listing will destroy its character and strike at the heart of this principle,” Noel Tata said in a statement presented at the Tata Sons board meeting on Thursday.
The reaction came after the Tata Sons board approved as executive chairman for another five years and decided to move ahead with steps linked to a potential listing of the holding company. Tata Trusts, which owns about 66% of Tata Sons, has opposed the listing.
Tata, who chairs Tata Trusts and sits on the Tata Sons board, argued that Tata Sons is not a conventional holding company. Its ownership structure, he said, is central to the way the Tata Group has operated for more than a century, with the Trusts’ shareholding linking the group’s commercial operations to its philanthropic activities.
The Tata Trusts said after Thursday’s meeting that it “has not agreed to listing of Tata Sons”. It said the board had agreed that “all available options, and not listing alone” should be explored and assessed immediately.
The findings will be presented to the board, after which a separate meeting will be convened to consider the assessment and decide the way forward.
At the heart of Tata’s argument is the latest communication from the Reserve Bank of India.
The RBI’s September 11 communication declined Tata Sons’ application for voluntary surrender of its certificate of registration and advised the company to take necessary steps to comply with the rules applicable to an upper-layer NBFC.
But Tata said the communication does not mention listing, prescribe a particular course of action or state that Tata Sons is in breach.
“On my reading, it does not say that listing is the only option,” Tata said. “Considerable room remains, and this Board should occupy that room rather than concede it.”
He proposed that Tata Sons make a detailed representation to the RBI seeking reconsideration, ask to be heard before any final view is taken, examine restructuring and other permissible options, and obtain legal advice on the remedies available to the company.
He also said Tata Trusts should be consulted before any further submission is made to the RBI, an adviser is appointed or a position is taken on the structure or timing of a possible listing.
Tata’s objection is also rooted in the role Tata Sons plays within the wider group.
He argued that a publicly listed Tata Sons would have to answer to institutional and foreign shareholders whose mandate is primarily financial returns.
That could affect the company’s ability to take long-term decisions, support businesses through difficult periods and make investments whose returns may take years.
“If Tata Sons is publicly listed, the rights of Tata Trusts as majority shareholders stand to be seriously impaired,” he said.
Tata said the Tata Group was conceived as “national service carried on through business” and that its ownership structure had allowed that model to continue for more than a century.
For Tata Trusts, he said, the issue is therefore not simply about whether Tata Sons should access public markets, but about whether its existing ownership and operating model can survive a listing.
The Trusts’ position also builds on an earlier Tata Sons board decision.
In March 2024, under the guidance of late Ratan Tata, the Tata Sons board unanimously resolved that the company should remain unlisted and applied to the RBI for voluntary surrender of its certificate of registration.
Tata Sons subsequently repaid borrowings and prematurely redeemed preference shares worth about Rs 20,000 crore, using internal resources and the monetisation of Group holdings. The company also resolved not to borrow, a position it has maintained since March 2024, according to Tata.
“A company does not commit Rs 20,000 crore to preserve form. It does so to preserve substance,” he said.
Tata argued that the 2024 resolution remains the standing decision of the board because it has never been formally placed before the board for reconsideration.
He also pointed to provisions in the RBI’s regulatory framework that, according to his statement, could allow an upper-layer NBFC to exit the enhanced framework through a voluntary strategic restructuring approved by its board.
The Trusts subsequently formalised their opposition to a listing.
In May 2025, the trustees of the Sir Dorabji Tata Trust and Sir Ratan Tata Trust unanimously agreed that a Tata Sons listing would have far-reaching implications.
In July 2025, the two Trusts passed separate unanimous resolutions that Tata Sons should remain unlisted and asked the company’s chairman to explore all available avenues to preserve that status and engage with the RBI.
Those resolutions have not been amended or rescinded, Tata said.
He also said Tata Sons’ chairman had assured the board in September 2025 and again in February 2026 that necessary steps were being taken to maintain the company’s private status. Tata questioned what options management had explored and the extent of its engagement with the regulator.
Tata has also outlined what he wants to happen if efforts to retain Tata Sons as a private company ultimately fail.
He said the company should seek at least three years to comply, taking the deadline to September 2029. He cited the three-year period ordinarily allowed under the RBI’s Scale Based Regulatory framework for an upper-layer NBFC to list.
A listing would require changes to the Articles of Association, shareholder approvals, financial statements, appointment of intermediaries, due diligence and valuation, Tata said.
He also flagged the financial position of businesses including Air India and Tata Digital, along with investments in semiconductors, electronics and civil aviation, arguing against rushing into a public issue.
For Tata, however, the immediate question is whether Tata Sons should be listing at all.
“The Tata Trusts have already taken an unequivocal decision upon this question,” he said. “If that decision is now to be revisited, it must first be revisited where it was taken.”
He said the trustees should deliberate on any change in their position before the Tata Sons board takes a final call.
“For this Board to vote first, and for the Trusts to deliberate afterwards, would invert the order in which these matters must proceed,” Tata said.
He added that if he were forced to vote on a listing, he would “have no option but to veto any such decision to list”.