Tata Sons listing row puts individual Tata Trusts trustees under sharper focus

Mumbai: The widening rift between Tata Sons and some of the philanthropic entities that constitute Tata Trusts is putting individual trustees under sharper focus, with their positions on key governance issues increasingly significant ahead of the holding company's annual general meeting (AGM). This is unfamiliar territory for many of them as decades-long consensus gives way to a contentious debate over matters of governance, influence and the future role of trustees.

Alignment Among Trustees

For decades, particularly during Ratan Tata's tenure, there was broad alignment among the trustees on issues concerning Tata Sons and the wider Tata Group. The Reserve Bank of India directive on Tata Sons' listing has, however, introduced a new regulatory dimension. The Tata Trusts have opposed a listing and asked Tata Sons to explore alternatives. At a board meeting on September 17, Tata Trusts chairman Noel Tata reiterated that position. That meeting saw an open split between Noel Tata on one side and the rest of the board on the other. The latter backed listing and the reappointment of N Chandrasekaran as chairman of Tata Sons, while Noel Tata was against both.

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Noel Tata is on the boards of both the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT). He joined SRTT in February 2019 and SDTT in February 2022, becoming chairman of Tata Trusts in October 2024, following the death of half-brother Ratan Tata. Noel Tata is an non-executive director of Tata Sons, giving him a direct role in the company. The Tata Trusts own 66% of Tata Sons.

The views of Jimmy Naval Tata and Jehangir HC Jehangir-both SRTT trustees-on the listing issue have not been publicly articulated so far. Their positions are likely to be closely watched as the Trusts work through a situation in which the RBI's regulatory position could shape the choices available to Tata Sons. Jimmy Tata, the low-profile younger brother of the late Ratan Tata and one of three perpetual trustees of SRTT, holds 3,262 Tata Sons shares, or about 0.81% of the company. He's the longest serving trustee on the trusts. While he hasn't attended Tata Trusts meetings in years, he's updated on every matter, sources said, adding that he was very close to Ratan Tata.

"Currently, he is closely following the developments in Bombay House and at the World Trade Centre (Tata Trusts). He is fully aware of his responsibilities as the trustee of longest standing and is reported to be anxious about the future of the Tata Group," said another executive.

Jehangir, a Pune-based philanthropist associated with the Jehangir Hospital ecosystem, joined SRTT in February 2019, alongside Noel Tata. "This is completely uncharted territory for the trustees. There was always unanimity during Ratan Tata's tenure, but listing has now become an existential issue," said one of the persons cited.

Also Read: 'The page has turned': Noel Tata opposes N Chandrasekaran’s reappointment as Tata Sons chair

The RBI's move to retain Tata Sons as an upper layer non-banking finance company NBFC means the company has to comply with the regulatory framework applicable to entities in that category. That has made the question of how Tata Sons responds a central issue for both the company and the trusts, which collectively own a controlling stake.

SDTT owns 27.98% of Tata Sons and SRTT 23.56%, giving the two trusts a combined 51.54% stake. Other Tata philanthropic trusts take overall charitable trust ownership to about 66%. The shares belong to trusts, not the individual trustees, who exercise their rights through the respective trust boards. For the trustees, however, the practical responsibilities involved in running the charitable institutions may not necessarily change with a listing, one trustee said.

"Ninety-nine percent of a trustee's duties are to approve special expenditure projects, and that will not change with listing," the trustee said, requesting anonymity. "What will change is the sense of power they think they have."

Ashish K Singh, managing partner at Capstone Legal, said trustees have a responsibility that goes beyond that of shareholders in a company. "Any trustee in a charitable trust has a right to raise an objection regarding the collective decision of the trust management if it is not fulfilling the objective of the trust," Singh said. "The position of a charitable trust is different from that of a company and onus on a trustee is more than a member or shareholder in a company." That distinction could make the individual positions of trustees more important as the listing debate develops.

Board Composition

Venu Srinivasan, chairman emeritus of TVS Motor and a former Tata Sons director, is another trustee who's on both principal trusts. He joined the Tata Trusts in 2016 and was given a fresh three-year term on SDTT from November 12, 2025, when he was also made its vice-chairman. He is also a Tata Trusts nominee on the Tata Sons board.

Srinivasan's position is notable because he has roles on both sides of the shareholder relationship-as a trustee of the trusts that own Tata Sons and as a nominee on the Tata Sons board. Darius Khambata, senior advocate and former Maharashtra advocate general, is also common to both boards. He resigned as trustee in 2016 and returned to both trusts in November 2023. His legal background gives him a role in governance questions facing Tata Trusts.