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Noel Tata threatens to veto Tata Sons listing, wants three-year window from RBI
Noel Tata said Chandrasekaran had assured the board in September 2025 and February 2026 that the company was taking all necessary steps to keep it private. Today's meeting outcome will validate if that statement was sincerely given, he said.
Tata Trusts chairman Noel Tata told the Tata Sons board on Thursday that he would block any decision to list the country’s largest company by revenue and instead suggested the group’s holding company ask the Reserve Bank of India for at least three years to meet the requirements if a listing is eventually necessary.
Noel’s statement challenges Tata Sons’ claim that its board had decided to “start steps to follow the applicable RBI guidelines.”
"If I am forced to vote, then I would have no option but to veto any such decision to list," Noel told the board, according to a statement later released by Tata Trusts. "A listing will destroy its character and strike at the heart of this principle," Noel said.
Noel Tata threatens to veto the listing of Tata Sons because he believes it would damage the company's character and conflicts with the leadership's previous unanimous decision to remain unlisted.
The Reserve Bank of India requires Tata Sons to comply with guidelines applicable to non-banking financial companies (NBFCs) and suggests they seek a three-year time frame to fulfill these requirements before a potential listing.
Tata Sons attempted to avoid a public listing by repaying nearly ₹22,000 crore in debt and applying to deregister as a core investment company, but the RBI rejected this request.
A listing of Tata Sons could benefit around 1.77 crore shareholders of listed Tata group companies by providing greater transparency and price discovery related to its financial health and operations.
Strategically, pursuing a public listing seems necessary for Tata Sons to comply with regulatory requirements, especially after the RBI's guidance, although it may dilute the control of Tata Trusts.
“Turning to the 11 September 2026 communication received from the Reserve Bank of India, it is important to first understand precisely what this communication says. It 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 nonbanking financial company in the upper layer. It does not mention listing,” Noel told the Tata Sons board on Thursday morning.
Noel said the Tata Sons board, led by the late Ratan Tata, had “unanimously” agreed that the company would stay “unlisted.”
In March 2024, Tata Sons paid off all its separate debt of nearly ₹22,000 crore and asked to deregister as a core investment company, trying to avoid a possible public listing.
However, in a letter dated 11 September to Tata Sons' chief financial officer Saurabh Agrawal, RBI said: “After considering the above and examining all the relevant factors, we advise that your request for voluntary surrender of CoR (certificate of registration) for being classified as unregistered CIC (core investment company) cannot be acceded to”.
“The board should therefore seek a period of not less than three years from the date of the communication (i.e. till September 2029) and should state plainly why such a period is necessary rather than merely comply,” said Tata.
The dispute played out at the same meeting where the board voted 4-1 to re-appoint Chandrasekaran as Tata Sons Chairman for five years, a resolution the Trusts, which own 65.9% of Tata Sons, have called illegal.
“As such, we advise you to take necessary actions to ensure full compliance with all guidelines/instructions, as applicable to NBFC-Upper Layer (UL) issued by the RBI, immediately,” the RBI said.
Noel said the RBI’s 11 September decision came "without warning" and asked management to update directors on the options it had considered. He also suggested that Tata Sons file a Right to Information request with the RBI for the full file and notes behind the decision.
He said chairman Chandrasekaran had assured the board in September 2025 and February 2026 that the company was taking all necessary steps to keep it private. "Today's meeting outcome will validate if that statement was sincerely given," he said.
“We must look forward and not back, and I intend this statement to do so. I do not propose an inquest. I propose a plan,” Noel said, asking the board of Tata Sons to seek clarification from the central bank on what basis its application was rejected, seek legal advice before eventually seeking time to go public.
Varun Sood has been a business journalist writing on corporate affairs for the past 17 years. He currently oversees corporate coverage, including information technology (IT) services, aviation, auto, metals and mining, and conglomerates at Mint. He started as a reporter at Business Standard in 2005, after a short internship at the Economic and Political Weekly. Having worked across newsrooms in Delhi and Mumbai, including at DNA, the Financial Times, and the Economic Times, he is now based in Bengaluru. He is most proud of his work over the last decade at Mint, including writing about the rise and fall of some CEOs at Infosys, TCS, Cognizant, and Wipro. His first book, “Azim Premji: The Man Beyond the Billions”, was published by HarperCollins in October 2020. These days, he is spending more time reading annual reports and analysts' transcripts. Varun’s two pet peeves are access journalism and the dying art of interviews with business leaders. If you think there is something wrong inside your company or there are problems with corporate governance that you'd like to highlight, email him at varun.sood@livemint.com.
Satish John serves as the Managing Editor at Mint, bringing over 30 years of experience in business journalism. He began his career in 1996 as a reporter at the Telegraph after a brief stint in the corporate sector. During his three decades of journalism, Satish has written on almost all sectors, including conglomerates, power, metals and mining, aviation and auto. Before joining Mint in 2022 (this is his second stint with the paper after earlier working from 2008 to 2011), Satish worked at The Economic Times and DNA. At Mint, Satish oversees the corporate, banking and markets coverage. One of his key roles is to manage news reporting teams and ensure their coordination across cities. The other important role he plays is in helping the paper get big news scoops and stories. His colleagues say he is a great raconteur and always has some interesting stories about promoters and companies. These days, Satish is exploring podcasts and AI tools to better tell stories and reach a wider audience. Inside the newsroom, reporters and editors continue to ideate with Satish to better their stories.