In the Tata folklore, some outsiders who played an influential role in building the Tata group were deemed “more Tata than the Tatas”. Among them: Tata Group founder Jamsetji Tata’s nephew Nowroji Saklatwala; financial wizard A.D. Shroff; and former Tata Sons Ltd vice-chairman Noshir Soonawala, 92.
In recent times, Farokh Subedar, 71, a chartered accountant and Tata Group veteran who has worked closely with Soonawala and four Tata Sons chairmen, also figures in that list as a key confidant of Noel Tata.
As challenges mount for him, Tata, who chairs Tata Trusts, has drafted Subedar, who retired from Tata Sons in 2017, to bridge the Tata Group’s past and present to shape its future. The trusts hold a controlling stake in Tata Sons, the holding company of the Tata Group.
Tata Sons faces a possible stock market listing, prompted by the Reserve Bank of India’s (RBI) regulations, posing an existential dilemma that could fundamentally change how the Tata Group holding company runs India’s largest conglomerate.
Noel Tata and the majority of the Tata Trustees oppose the listing. Subedar, who for much of his 42-year stint with the group has played an instrumental role, shares Tata’s view.
In a nearly hourlong virtual meeting with Mint, the former chief operating officer and company secretary at Tata Sons, explained his rationale for why the holding company should not go public.
Private privilege
Subedar stressed on the uncertainty a listing would bring.
Tata Sons has “privately held businesses such as Air India, Tata Electronics, and others. Investing ₹10,000 or ₹20,000 crore is the norm. Once we are listed, those transactions would require approval from public investors, such as PE (private equity) firms.
“So there [will be] uncertainty. You don’t know how the proxy advisory firms will recommend voting on that resolution. I recall that around 2015, shareholders rejected the remuneration of the MD (managing director) of Tata Motors (a listed group company). So there is a risk,” said Subedar.
He recalled another incident at Tata Finance from the early 2000s.
“In those days, people would deposit ₹3,000 or ₹5,000 in a fixed deposit… During that time, about ₹500 crore in deposits had to be repaid. So, Mr. (Ratan) Tata took that issue to the Tata Sons board and said, ‘We will have to deal with this’... At first, we did not know the quantum of the hole. There was a run on the company. People were worried that the company would go bust. So, the immediate task was to restore confidence.
“The message the Tata Sons board gave us was that even if it is premature (repayments), we should allow them. People had invested in the company based on the Tata name.
“This brought back confidence to the depositors and the run on deposits petered down... This was made possible because it operated within the group’s existing structure, being a closely held company.
“Now, if we had been listed, the support to Tata Finance depositors or lenders… may not have been permitted by the minority shareholders as it is not in their short-term interest. [Tata Sons] taking over an asset like Air India [in 2022] might not have happened as it would have also required minority shareholder approval,” Subedar said.
Tata Sons bought government-owned Air India and its subsidiary Air India Express early in 2022 for about ₹2,700 crore cash and by taking on ₹15,300 crore debt. The airline has continued to turn in losses since.
Subedar also recalled another incident relating to Tata Group’s partnership with Japanese telecom firm NTT Docomo. “The issue arose of honouring a shareholder agreement which obligated Tatas to acquire from Docomo shares earlier issued to them at a minimum value of 50% of the amount invested.” Keeping to the spirit of the commitment, Tatas remitted over ₹7,000 crore to the Japanese partner, Subedar explained.
The former Tata Sons COO highlighted another incident from his early days with the group to stress his point.
“I joined Tata Sons in 1985. Very soon after, we had this Empress Mills fiasco. RNT (Ratan Naval Tata) was the former chairman of Empress Mills, long before he became the chairman of Tata Sons. Empress Mills had to be closed down. So, one day, we suddenly got notices about unpaid dues to mill workers. And like in every case, we (Tata Sons) stepped in. I was sent to Nagpur to disburse gratuity in cash.
“The legal option was that we did not have to pay because it was a separate company. But we did. We were able to claim a tax deduction. I remember speaking with the tax officer, and he mentioned that we had no business to pay. And we could not claim a deductible item on a grant we made. Remember, we successfully won before the tribunal. So that was the business of Tata Sons: to promote, nurture, and take care of businesses.
“Why did we pay the gratuity to those employees? Why did we pay the depositors prematurely? This was made possible because it operated within the group’s existing structure, being a closely held company.
“Today, Tata Sons has no debt. Once I’m listed, public shareholders’ interests will not be the same as those of the patient shareholders who have been around for a hundred years,” Subedar concluded.
What risk?
The RBI classified Tata Sons as an upper-layer non-banking financial company (NBFC) in September 2022 and directed it to list on the stock exchanges by September 2025. In early 2024, Tata Sons repaid all its debt and had a cash surplus, and sought the central bank’s permission to be removed from the list of Upper Layer Core Investment Companies, or large shadow banks.
The central bank has not disclosed whether Tata Sons could be granted an exemption from a public market listing on becoming a zero-debt company. In April, RBI issued another directive stating that shadow banks with assets exceeding ₹1 trillion needed to be listed. Tata Sons’ standalone assets of ₹1.75 trillion exceed RBI’s new rules.
“With all due respect to the RBI, I don't think there is any systemic risk in continuing to operate under the current structure,” Subedar said. “Our portfolio is so diverse and spans various industries. In the event of any challenge, Tata Sons could always sell 0.5% or 1% of its stake in certain companies and raise capital. My personal view is that the risk you would create is through the debt on your books or the liabilities you’ve taken on. When I [Tata Sons] do not have debt and can raise funds by monetising a part of a diverse portfolio, where is the systemic risk?”
Subedar declined to disclose details on RBI’s feedback to Tata Group on the listing requirement.
The U-turn
It is not just RBI’s directives that pose an uncertainty to Tata Sons’ future.
The Shapoorji Pallonji Group, which owns an 18.37% stake in Tata Sons, has twice in the past eight months publicly called for the Tata Group holding company’s listing. Listing Tata Sons could help the SP Group, a Mumbai-based engineering and real estate group, reduce its estimated debt of ₹55,000-60,000 crore.
Shapoor Mistry, chair of the SP Group, said in a press statement on 10 April: “[A] timely listing of Tata Sons is not merely a regulatory compliance but a necessary evolution. One that will reinforce corporate governance, deepen transparency and accountability.”
At least one proxy advisory firm has endorsed the listing.
“Where control is exercised through a complex trust-based holding arrangement, the case for listing becomes stronger, not weaker, because governance should not depend on private consensus alone,” InGovern Research Services said in a report dated 1 May. A listing will not take away the ability to support group entities in stress, it added.
In April, Tata Trusts vice-chairmen Venu Srinivasan and Vijay Singh also publicly stated that Tata Sons should go public, reversing their earlier stance. The umbrella group of philanthropic entities that own 65.9% of Tata Sons had in July 2025 passed a unanimous resolution to keep the holding company private.
The trigger for Srinivasan and Singh’s U-turn is unclear, though it could be the tussle within Tata Trusts since Noel Tata took over the chair on 11 October 2024, two days after Ratan Tata’s demise. Emails sent to them seeking a comment went unanswered.