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Tata Sons, India's largest company, is being pressed to list amid trust divisions

India's Tata sons, an umbrella organisation that includes Tata Motors?, TCS?, and Tata Steel?, is under pressure to go public. This, despite the fact that the charitable trusts which control two-thirds? of the company are battling internal disagreements.

Tata Sons was not listed until now. The Shapoorji Pallonji Group, its second largest shareholder and a major internal stakeholder, is pushing for the listing. The Reserve Bank of India's rules may also force it to?list, unless an exception is obtained.

What is the structure of TATA Group?

Tata Sons, the 108-year old salt-to steel conglomerate, is unique in its structure. A group of philanthropic organizations collectively known as Tata Trusts owns 66% of Tata Sons. SP Group, a construction and infrastructure conglomerate with a lot of debt, holds 18.4%.

Tata Trusts consists of 13 entities. Seven of these directly own shares in Tata Sons. Six trustees are drawn from each of these entities to form the board of Tata Trusts.

Noel Tata is the current Chairman of Tata Trusts, and a director on the Tata Sons Board.

Who wants TATA Sons to be listed?

There is pressure from many quarters to list the company.

In media interviews, at least two Tata trustees, Venu Srinivasan, and Vijay Singh, have supported the listing of Tata Sons. They said that expansion, particularly into new areas such as semiconductors, would require large capital which cannot be generated locally.

The SP Group is seeking a listing to be able to monetise its holdings, which are not easily transferable under the current structure. The SP Group is not among the trustees.

The main pressure comes from the RBI regulations, which require large non-bank lending institutions with assets above certain thresholds or public funds to be listed.

What are the RBI rules and why do they apply to TATA Sons?

Tata Sons, as the holding company of a number businesses, is classified by the RBI as a "core investment company".

According to revised rules released last month, companies with assets greater than 1 trillion rupees (10.45 billion dollars) or those who have direct or indirect access public funds must list.

Tata Sons assets alone stood at 1,75 trillion rupees as of March 2025.

The RBI has the discretion to decide which companies can be exempted from listing.

HAS RBI clarified its position?

The RBI has not made its position public, despite the fact that analysts and legal experts claim the revised rules will make it more difficult for Tata Sons' to remain a private company.

Tata Sons' request for an exemption is currently being reviewed. The company has tried to reduce borrowings as a way to avoid a listing. However, it is not clear if this will be enough.

Who is opposing the listing?

Noel Tata did not make any public statements, but he has publicly opposed the conversion of Tata Sons to a listed company. According to media reports, he and other trustees opposed listing last summer. They asked Tata Sons chairman to contact the RBI.

TATA TRUSTS: THE ISSUES

Tata Trusts was ordered to postpone its board meeting by India's Maharashtra State Charity Commissioner after complaints prompted an investigation into the trusts governance. Venu Srinivasan was a senior Tata Trusts trustee who was one of the complainants.

On May 16, two important trusts -- Sir Dorabji Tata Trust (?) and Sir Ratan Tata Trust (?) -- that together own over 50% of Tata Sons were scheduled to meet.

The RBI rules, and the implications of them for a possible listing were to be a central item on the agenda.

Other items included the Tata Trusts increasing its representation on the Tata Sons Board, reappointing the chairman and reviewing the performance of Tata Sons.

The street was closely watching the board meeting, which is the first since the RBI revised its rules, to see how the differences between the trustees of Tata Sons would play out.

According to the Trusts governance norms resolutions pass if majority of trustees votes in favor. If a majority vote of the trustees supports the proposal to list Tata Sons then the company must initiate the listing. (Reporting and editing by Ira Dugal and Raju Gopalakrishnan in Mumbai. Reporting by Jayshree Upadhyay, Gopika Gopakumar and Muralikumar Anantharaman.

(source: Reuters)