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Tata Trusts Propose Merging Two Units Into Tata Sons to Avoid RBI Listing

The move aims to change Tata Sons’ asset and income mix so it would not qualify as an NBFC or CIC, leaving the plan subject to board approval, RBI clearance and shareholder votes.

Overview

  • Tata Trusts, which hold about 66% of Tata Sons, formally proposed on Monday that Tata Electronics Systems Solutions (TESS) and Tata Consulting Engineers (TCE) be merged into Tata Sons and sent the plan to the Tata Sons board and the RBI.
  • The Trusts say the combined company would have operating revenue of roughly Rs 105,043 crore and income from financial assets of about Rs 40,072 crore, with net assets of Rs 200,158 crore and group investments of Rs 177,120 crore, figures they argue fall below NBFC and CIC tests.
  • Implementation requires a prior no‑objection certificate from the RBI under its 2025 voluntary‑amalgamation rules, Tata Sons board approval, and then shareholder and tribunal clearances including votes that may need a 75% majority.
  • Practical and political obstacles include a split Tata Sons board, a voting restriction on the Sir Ratan Tata Trust that reduces the Trusts’ usable votes, likely opposition from the Shapoorji Pallonji minority and possible NCLT or legal challenges.
  • If approved, the change would reshape group governance and capital allocation oversight rather than automatically altering credit ratings, and it follows the RBI’s 2022 classification of Tata Sons as an upper‑layer NBFC and the Trusts’ July 2025 resolution to keep the company unlisted.