Tata Trusts propose merger to keep Tata Sons private and sidestep RBI listing rule

Tata Trusts, holding about 66 % of Tata Sons Private Limited (TSPL), submitted a restructuring plan to merge Tata Electronics Systems Solutions Private Ltd (TESS) and Tata Consulting Engineers (TCE) into TSPL. The aim is to alter TSPL’s income and asset mix so it no longer meets the RBI’s criteria for a non-banking financial company (NBFC) or a core investment company (CIC). If the TSPL board and RBI approve, the holding company would stay an unlisted private entity. The proposal was sent on September 28 2026.

CNN-News18Tata Trusts proposes strategic reorganisation of Tata Sons to shed NBFC tag, avoid listing The Indian ExpressHindustan TimesTata Trusts propose merging 2 firms with Tata Sons to avoid RBI listing mandate New Indian ExpressTata Trusts propose merger plan for Tata Sons; say NBFC, CIC rules won’t apply to new entity First Post

• In 2022 the RBI classified Tata Sons as an “upper-layer” NBFC and, by extension, a CIC because more than 50 % of its income came from financial assets and over 90 % of its net assets were investments in group companies. Such entities must list their shares.

To avert listing, Noel submits Tata Sons revamp plan to RBI Tata Trusts propose merging 2 firms with Tata Sons to avoid RBI listing mandate New Indian ExpressTata Trusts proposes merger of electronics subsidiaries TESS, TCE into Tata Sons to shed CIC tag, avoid listing Hindustan TimesFirst PostTata Trusts propose merger of two Tata units with Tata Sons to avoid listing Tata Trusts propose merger plan for Tata Sons; say NBFC, CIC rules won’t apply to new entity Tata Trusts proposes rejig to keep Tata Sons private, avoid IPO to comply with RBI rules — Here's what could change Reuters

• Tata Sons applied in March 2024 to deregister as an NBFC and later sought a CIC exemption, but the RBI rejected the request in September 2024 and again on September 11 2026, directing compliance with the listing rule.

To avert listing, Noel submits Tata Sons revamp plan to RBI

• The TSPL board voted on September 17 2026 to extend Chairman N Chandrasekaran’s term and to pursue a public listing, a decision opposed by Noel Tata, chairman of Tata Trusts.

The Indian ExpressTata Trusts propose merging 2 firms with Tata Sons to avoid RBI listing mandate Hindustan TimesTata Trusts proposes strategic reorganisation of Tata Sons to shed NBFC tag, avoid listing Tata Trusts proposes rejig to keep Tata Sons private, avoid IPO to comply with RBI rules — Here's what could change Hindustan TimesCNN-News18

• Operating revenue: Rs 1.05 lakh crore (INR105,043 cr) as of March 31 2026, versus INR40,072 cr from financial assets, representing 64.3 % of total income.

Tata Trusts propose merger plan for Tata Sons; say NBFC, CIC rules won’t apply to new entity

• Net assets: INR2,00,158 cr, of which INR1,77,120 cr (? 88.5 %) are investments in group companies—below the 90 % threshold for CIC status.

To avert listing, Noel submits Tata Sons revamp plan to RBI

• Consequently, the merged entity would fail the RBI’s “principal business criteria” for NBFC classification and would not satisfy CIC conditions.

To avert listing, Noel submits Tata Sons revamp plan to RBI

Tata Trusts said the restructuring would return TSPL to the operating model it used for most of its history, when the holding company also ran businesses and generated operating revenue. The Trusts noted that, once the merger is completed, TSPL would surrender its CIC registration certificate.

The Indian Express

Noel Tata voted against the board’s resolution to reappoint Chandrasekaran and to pursue a listing, calling the decision “legally void.” Four of the six directors supported Chandrasekaran’s extension; Chandrasekaran himself did not vote. The dispute reflects a power struggle between the charitable majority shareholders (the Trusts) and the corporate board over governance and strategy.

The Indian Express

• The merger must be carried out under the RBI’s Voluntary Amalgamation framework, which requires a pre-approval NOC.

The Hindu

• After RBI clearance, the proposal will be presented to the National Company Law Tribunal for approval.

To avert listing, Noel submits Tata Sons revamp plan to RBI

• TSPL will have to surrender its CIC registration certificate once the restructuring is effective.

The Indian Express

• “The proposed amalgamation and consequential steps are in line with regulatory compliance requirements and the unanimous resolutions passed by the Boards of Sir Dorabji Tata Trust and Sir Ratan Tata Trust in July 2025,” — Tata Trusts, adviser

The HinduTata Trusts propose merging 2 firms with Tata Sons to avoid RBI listing mandate Tata Trusts proposes strategic reorganisation of Tata Sons to shed NBFC tag, avoid listing Tata Trusts proposes merger of electronics subsidiaries TESS, TCE into Tata Sons to shed CIC tag, avoid listing CNN-News18First PostThe Indian ExpressHindustan TimesTata Trusts proposes rejig to keep Tata Sons private, avoid IPO to comply with RBI rules — Here's what could change

• “The Tata Sons board has already passed a resolution to remain unlisted. They have not reversed that resolution,” — Farokh Subedar, group veteran

Tata Trusts proposes merger of electronics subsidiaries TESS, TCE into Tata Sons to shed CIC tag, avoid listing

The TSPL board must first deliberate on the Trusts’ proposal. If approved, Tata Trusts will file for the RBI’s NOC. The RBI’s decision and subsequent NCLT approval will determine whether Tata Sons can retain its unlisted private status or will be compelled to list on the stock exchanges.

CNN-News18The Indian ExpressTata Trusts proposes strategic reorganisation of Tata Sons to shed NBFC tag, avoid listing Tata Trusts propose merging 2 firms with Tata Sons to avoid RBI listing mandate Tata Trusts proposes merger of electronics subsidiaries TESS, TCE into Tata Sons to shed CIC tag, avoid listing First PostHindustan TimesHindustan Times