Three letters set the tone for Tata Sons board meeting on November 26

Noel wants the board agenda on November 26 to include the restructuring of Tata Sons to avoid stock market listing. Another issue he has flagged for the board to discuss immediately is Shapoorji Pallonji Group’s funding requirement of ₹25,000 crore through capital reduction. He has stressed the need for deliberation and voting on some of the board agenda items.

Last month, Tata Trusts advisor Farokh N Subedar had, in a media interaction, outlined the plan to merge two operating subsidiaries, Tata Electronic Systems Solutions and Tata Consulting Engineers, into Tata Sons. The objective is to recast the asset profile of Tata Sons so that it is brought out of the Reserve Bank of India’s (RBI’s) mandatory listing requirements for any upper-layer non-banking financial company (NBFC) and core investment company (CIC). The proposal was sent to the Tata Sons board as well as to the RBI at that point.

Noel’s letter on October 29 stated that the RBI’s September 11 communication rejecting Tata Sons’ application for deregistration as a CIC should be discussed at the next board meeting with a view to keeping the holding company private. He has sought a presentation on Tata Sons' restructuring at that meeting to drive home his point, to be followed by deliberation and a decision.

Tata Trusts, the largest shareholder of Tata Sons with a 66 per cent stake, is opposed to the listing of the holding company of the group. However, some trustees have supported the listing of Tata Sons in the recent past. Shapoorji Pallonji Group, the second-largest shareholder, has maintained its support for the listing of Tata Sons.

At the recent meeting between Noel Tata and Chandrasekaran, the listing of Tata Sons had also come up. It is learnt that Chandrasekaran said it was not in his control to keep the company private as the RBI has mandated listing. On Chandrasekaran’s third term once he completes his tenure in February 2027, Noel is learnt to have raised the issue of the retirement age of 65 years for executive positions in the group. Chandrasekaran, 63, reportedly mentioned that he was keen to follow company policy but that he needed to complete some crucial projects. The meeting was organised by a group of Tata old-timers, it is learnt.

Neither Tata Sons nor Tata Trusts commented on the meeting between Noel and Chandrasekaran. They declined to talk about the letters sent by Noel to the Tata Sons board.

Sources said that a director can ask for an agenda item to be included in a Tata Sons board meeting with a notice of at least 15 days.

Ahead of the Tata Sons board meeting, Sir Dorabji Tata Trust (SDTT) — a core entity of Tata Trusts — is expected to meet too. The SDTT board is likely to meet on November 21, 2026, according to a source.

Meanwhile, the Maharashtra Charity Commissioner, which froze the decision-making powers of Sir Ratan Tata Trust (SRTT) — the second-largest shareholder of Tata Sons after SDTT — over alleged violations of some provisions of the Maharashtra Public Trusts Act, may respond soon to Tata Trusts on governance matters. Tata Trusts had recently sent its communication to the Charity Commissioner, following complaints made by certain trustees on governance issues.