Tata Sons board votes to move towards a listing, and to keep Chandrasekaran

The other Tata Trusts nominee, Venu Srinivasan, voted in favour. With the two Trusts nominees split, the company secretary relied on a legal opinion that allowed the chairman a casting vote to break the tie, which meant Chandrasekaran voted on his own reappointment. One director present put the state of the dispute this way: "The act has just started, many more scenes to go."

A decision reversed

On August 12 Chandrasekaran had told the board he would serve out his current term, which ends on February 20, 2027, but would not seek another. That followed the board's decision in February to defer the question.

Tata Trusts accepted his decision the following day and asked Tata Sons to start selecting a successor. It now argues that reopening the matter was premature, because the decision had been announced publicly and acted on by employees, lenders, counterparties, the market and the majority shareholder.

The Trusts read the Articles of Association as requiring a majority of their nominee directors to support the appointment or reappointment of the chairman, and call the resolution illegal on that basis. The dispute turns on Article 121A, which sets the voting requirements for specified matters. Noel Tata placed before the board a legal opinion from the former Chief Justice of India, D Y Chandrachud, supporting that reading. Its contents have not been disclosed.

Why listing is on the agenda at all

The second decision followed a ruling by the Reserve Bank of India six days earlier. Tata Sons was classified an upper-layer non-banking financial company on September 30, 2022, which carried a requirement to list within three years. Rather than float, it repaid Rs 21,813 crore of debt during FY24 and applied to surrender its registration as a core investment company, a route that would have removed the listing obligation. The deadline passed in September 2025 with no initial public offering, and on September 11 this year the central bank refused the application.

The board said it would comply with applicable RBI guidelines and seek guidance from the regulator, from Tata Trusts and from other stakeholders.

Tata Trusts says no listing has been agreed. Its account is that the board undertook to examine all the available options, which would then go to a further board meeting. It points to a March 2024 board decision, taken under the guidance of the late Ratan Tata, that the company should stay unlisted, and to resolutions passed by the Sir Dorabji Tata Trust and the Sir Ratan Tata Trust in July 2025 opposing a flotation. "Accordingly, the position of the Tata Trusts has remained consistent and unchanged," it said.

The shareholder that wants out

The Shapoorji Pallonji Group holds about 18.4 per cent of Tata Sons and has sought liquidity from that stake for years. Noel Tata placed before the board an SP Group proposal to monetise part of it, raising at least Rs 25,000 crore through a selective capital reduction or a buyout, which would release money to the group without a flotation.

SP Group chairman Shapoorji Pallonji Mistry welcomed the RBI's decision and said a public listing could strengthen transparency, accountability and governance at Tata Sons.

Neither question is settled. The company is expected to work through its options with the RBI, and the Trusts want those alternatives assessed before another board meeting takes the matter further.