Tata Sons: Why Noel Tata has set conditions for Chandrasekaran’s extension

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In an unusual outcome, Tata Sons deferred a decision on extending the term of its chairman, N Chandrasekaran, for another five years following questions from Tata Trusts chairman, Noel Tata.Tata proved to be a tough taskmaster, raising several queries about losses made by several unlisted companies in the $180 billion group at the board meeting and putting forward several conditions for approving another term for him.The matter was expected to be a done deal, with four directors of Tata Sons in favour of extending Chandrasekaran’s tenure and ready to put the issue to a vote. But Chandrasekaran proposed that the decision be deferred until a consensus was reached — a tradition upheld by the late Ratan Tata. In short, he wanted Noel Tata’s approval for the extension.Losses at unlisted firmsThe low-profile Noel Tata, who raised questions about losses in unlisted companies, is opposed to accumulating debt in group companies and advocates containing losses across these businesses. Reducing losses is one of the conditions Noel Tata had put forward for granting an extension. He is evidently keen to ensure the group does not become debt-laden, and aims to uphold the legacy of Ratan Tata.Air India’s total consolidated net loss was Rs. 10,859 crore in FY25, up approximately 48 per cent year-on-year compared with the previous fiscal. This reflects the combined results for Air India, Air India Express, and related subsidiaries — taken over by the Tatas in 2022.Also in Explained | Unease in Bombay House, amid internal wrangling within the Tata group yet againTata Play reported a consolidated net loss of Rs 529.43 crore in FY25, almost 50 per cent more than the prior year, amid lower revenues and pricing competition in the DTH and streaming market.Story continues below this adTata Digital posted a net loss of approximately Rs 828 crore in FY25, down from a Rs 1,201 crore loss in FY24, reflecting narrowed but ongoing losses. Disclosures indicate that the group’s e-commerce and digital portfolio reported losses of around Rs 4,609.9 crore in FY25, up nearly 9.5 per cent year-on-year.Retail arm BigBasket’s consolidated net loss was Rs 2,006.8 crore in FY25, representing an increase of approximately 42 per cent from the previous year’s loss of Rs 1,415 crore, according to official filings and corporate disclosures for the year ended 31 March 2025. The company faced intense competition from rivals, including Swiggy Instamart, Blinkit, and Zepto.Listing of Tata SonsNoel Tata is understood to be opposed to listing Tata Sons on the stock exchanges. Tata Sons has applied to the RBI for deregistration as a Non-Banking Financial Company (NBFC), a move widely seen as an attempt to sidestep the central bank’s mandate requiring “upper-layer” NBFCs to list. The argument is that it is not engaged in lending and should therefore not be bound by financial sector regulations.Other directors, however, have argued that it is a regulatory matter and should be left to the RBI to decide, according to a Tata group source. When a company is listed on stock exchanges, it must adhere to stricter disclosure norms and comply with regulations set by the market regulator SEBI, bringing it under greater scrutiny from investors and the public.Story continues below this adThe Shapoorji Pallonji (SP) group, which holds around 18 per cent of Tata Sons, has demanded that the company be listed. Noel Tata — who is married to Aloo Mistry, sister of the late Cyrus Mistry, who was ousted as Chairman of Tata Sons in 2016 — is also keen to settle the long-running dispute with the SP group.Deferring fresh investmentsWith many of the group’s unlisted companies making losses, Noel Tata has advocated restricting fresh investment in new business ventures. Other directors, however, have argued in favour of continued investment for long-term stability and profitability. Whilst no data is available on the debt of unlisted companies, firms such as Air India carry significant debt on their books. Tata Capital and Tata Technologies have recently raised funds through IPOs, and several other firms are reportedly in discussions regarding their own listings.The group’s overall debt burden is another concern. Noel Tata has opposed accumulating further debt without first containing losses, according to sources. The group, which recently split Tata Motors into separate commercial and passenger vehicle entities, is also in the process of acquiring Italian truck maker Iveco.June meeting to be crucialThe next board meeting of Tata Sons, scheduled for June, is expected to be pivotal, as Noel Tata and other directors, including Chandrasekaran, will need to resolve the question of the extension. Should the issue remain unresolved by then, uncertainty over the group’s leadership and strategic direction will persist.Story continues below this ad“The matter is likely to be resolved before the June meeting. Tata Sons is the driving force behind the Tata group — it cannot remain unresolved for long without affecting the stability of the group,” said a Tata group insider.