Tata Sons' U-Turn: Listing Decision Sparks Questions

The Tata Sons board’s decision, backed by a majority of four directors, to proceed with the company’s listing marks a sharp reversal of their stance two years ago, when the same directors had supported keeping Tata Sons unlisted. What changed between March 2024 and September 17, 2026 on the issue of listing of Tata Sons, the holding company of the Tata Group? In March 2024, when Ratan Tata was still alive, the Tata Sons board had considered the question of public listing and, according to the Tata Trusts, unanimously concluded that it should remain unlisted. Among those party to the decision were Harish Manwani, Anita M George, Venu Srinivasan, and Saurabh Agrawal. Seven months later, in October 2024, Ratan Tata passed away. Fast forward to September 17, 2026: the same directors voted in favour of taking steps to pursue the listing of Tata Sons, marking a dramatic reversal of the position in March 2024. Noel Tata was the lone director who opposed the listing in the six-member board. This came after the Reserve Bank of India (RBI), on September 11, rejected the company’s application for deregistration and directed it to comply with regulations which would lead to listing of its shares on the exchanges. What prompted the change? This question is particularly significant because these directors do not hold shares in Tata Sons, while the Tata Trusts collectively own about 66% of the company. When contacted, Tata Sons and the four directors did not comment on their decision. “In March 2024, Tata Sons repaid all the debt and sought exemption from listing. Earlier this month, the RBI rejected the application based on the regulations and asked the company to comply with regulations. This is the context,” said a Tata Group source. Tata Trusts Chairman Noel Tata wrote to Tata Sons on Friday stating that the resolutions okayed by the board on Thursday were null and void ab initio and of no legal relevance, and asked the company to give an explanation and correction, according to the sources. The reversal also comes against the backdrop of an explicit decision by the Trusts. In July 2025, the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT) unanimously resolved that Tata Sons should remain unlisted. The decision was communicated to Tata Sons for necessary action. Venu Srinivasan supported those resolutions. Yet, on September 17, he backed the board’s decision to take steps towards listing. That makes his change of position particularly striking. On the RBI directive on Tata Sons regarding compliance of guidelines, Noel Tata said in a note to the board, “it does not mention listing. It prescribes no particular step, and it does not say that the company is in breach. What its legal effect is, and what it requires of this company and by when, are questions upon which this board has formed no view.” What has upset Tata Trusts further is that Tata Sons started preparing for complying to RBI regulation after the central bank rejected the company’s application for deregistration on September 11. The key question now is not merely whether Tata Sons will be listed as it has been classified in the upper layer NBFC (NBFC-UL) list. It is: why directors who had unanimously backed an unlisted Tata Sons in 2024 — and, in Srinivasan’s case, supported the Trusts’ unlisted position in 2025 — changed course in 2026. “For this Board to vote first, and for the Trusts to deliberate afterwards, would invert the order in which these matters must proceed. It makes no sense at all. If I am forced to vote, then I would have no option but to veto any such decision to list,” Noel Tata said. Given the huge losses of Air India and Tata Digital, a public issue at this time will be detrimental to the shareholders and the company, he said. Another issue being pointed out by observers is that the rules were different when Tata Sons applied for exemption in 2024, and when the RBI rejected the application this month. The RBI replaced the previous methodology to determine NBFC-UL with a simple criterion that only NBFCs with assets of Rs 1 lakh crore or more will be classified as NBFC-UL. There is also apprehension in some quarters about rival business groups acquiring a Tata Sons stake after listing, and increasing the holding over the years, mounting a takeover bid. Tata Sons net worth rose to about Rs 1.79 lakh crore in FY26, while the market value of its listed investments was about Rs 11.89 lakh crore as of March 2026, down from Rs 14.28 lakh crore in the previous year, according to the company’s annual report. Under the revised framework, NBFCs with assets of Rs 1 lakh crore or more are classified as NBFC-ULs and become subject to enhanced regulation. These entities are required to comply with stricter capital adequacy norms, governance standards, board oversight, provisioning requirements and compensation policies. Importantly, Upper-Layer NBFCs are also required to list on stock exchanges within three years to improve transparency and market discipline.