Tata Group: What’s behind the boardroom rumblings, explained in numbers

Natarajan Chandrasekaran, chairperson Tata Sons. (File Photo: Reuters)
Natarajan Chandrasekaran, chairperson Tata Sons. (File Photo: Reuters)
Summary

Tata Sons listing has become a flashpoint for the Tata Group recently. But it is only one of the issues in a larger governance and power difference within the Tata Trusts, the majority shareholder of the Tata Group.

A pall of intrigue hangs over the Tata Group, as boardroom differences come to the fore at the two entities that hold the keys to the group: Tata Sons and Tata Trusts.

Disagreements over board appointments, corporate governance, and control over strategic decisions have reached the Reserve Bank of India (RBI) as well as key ministers in the central government. While individuals in the boardroom make the required manoeuvres, the broader drama unfolds at an institutional level. Who are the key actors, what are their compulsions, and what is guiding their actions? Mint explores.

Tata Sons: Shareholder differences

Tata Sons Pvt. Ltd is the unlisted principal holding company of the Tata Group. According to its 2024-25 annual report, it holds stakes in 355 subsidiaries, 39 joint ventures, and 48 associate companies. Tata Sons receives dividends from group companies every year— 36,149 crore in 2024-25—and its stakes in Tata Group companies carry significant value. However, for Tata Sons shareholders to monetize this value, the company would need to be listed.

This potential listing has become a flashpoint between its two principal shareholders: Tata Trusts, a group of philanthropic trusts that owns about 66%, and the Shapoorji Pallonji (SP) Group, which holds roughly 18%. Tata Trusts wants Tata Sons to remain private, while the SP Group wants it to go public. In September 2022, the RBI classified Tata Sons as an ‘upper-layer’ non-banking finance company (NBFC), and set September 2025 as a deadline for listing. Since then, Tata Sons has retired its debt, a lever it could use to seek a listing waiver.

SP Group: Cash imperative

The SP Group first invested in Tata Sons in the 1930s. But what was once an amicable relationship has become one of friction.

Cyrus Mistry, the former Tata Sons chairman ousted in 2016, came from the SP Group, which has long pushed for a public listing to monetize its 18% stake, reportedly valued between 1.5 trillion and 3 trillion. Earlier this month, Shapoorji Pallonji Mistry issued a two-page statement calling for listing in the name of “transparency and good governance.

The SP Group, whose core business is construction, is mired in debt. Its flagship is Shapoorji Pallonji and Company Pvt Ltd, and functions as its holding-cum-operating company. This February, credit rating agency Icra Ltd reaffirmed its ‘BBB’ rating with a negative outlook for the company’s long-term debt, highlighting its “continued stress on the liquidity position". BBB is fourth on a scale of eight ratings, and carries “moderate credit risk". The public listing of Tata Sons will help the SP Group monetize its stake amid its debt stress.

Tata Trusts: Custodial value

Unlike the SP Group, Tata Trusts does not face financial pressures.

With a 66% stake in Tata Sons, it effectively sits atop the pyramid that is the Tata Group. This three-step corporate structure—operating companies, holding company, and a trust—was intended to ensure seamless and continuous alignment between the group’s corporate interests, ownership ethos, and philanthropic objectives.

Tata Trusts operates in the philanthropy space. In 2024-25, it disbursed 902 crore in grants, with about 85% going to institutional projects or direct spends, and the remainder to individuals. As the largest shareholder in Tata Sons, it is the main beneficiary of dividend payouts, which fund its large-scale philanthropic operations. At an operational level, Tata Trusts also ensures that its funding requirements are adequately met. It also influences key Tata Sons appointments, which will be crucial in deciding if and when Tata Sons goes public.

Tata Sons: Distribute and invest

As a holding company, Tata Sons essentially manages both cash inflows and cash outflows. As of 31 March 2025, only 81 of the group’s 1.15 million employees worked directly at Tata Sons. On the revenue side, it has two major streams. The first is dividends received from group companies, which tend to be stable barring extraordinary disruptions like the 2008 global financial crisis or the COVID pandemic, and proceeds from asset or business sales, which are erratic.

On the spending side, Tata Sons distributes dividends to its shareholders. But what it pays out as dividends is dwarfed by what it invests in the many businesses of the sprawling Tata Group. In the last six years, for example, Tata Sons has invested about 1 trillion in subsidiaries and associate companies. Even in covid-affected years of 2020-21 and 2021-22, when group companies reduced dividend payouts, Tata Sons channelled about 30,000 crore as investments in group companies.

Tata companies: Old and new

According to the Tata Sons annual report, the group has done well at an overall level in the last five years. Between 2019-20 and 2024-25, consolidated revenues of all Tata companies have grown 1.9 times, operating earnings 1.8 times and net profit 3.6 times. The market worth of its listed companies has nearly trebled, from about 9 trillion to 28 trillion.

This has happened under the tenure of N. Chandrasekaran, who was the second non-Tata member to be appointed the chairperson of Tata Sons, after Cyrus Mistry. Earlier this month, Tata Trusts reportedly handed him an extension till 2032.

A list of the top 10 companies by revenues shows the group has managed to grow existing business well, while diversifying into new businesses, notably airlines (Air India), electronic manufacturing (Tata Electronics) and online commerce (Tata Digital). Along with keeping this going, it will need to settle the unrest in governance and shareholding.

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