Mumbai, Sep 29: The Tata Trusts today, as majority shareholders with a 66% stake in Tata Sons Private Limited, outlined a strategic reorganisation plan for the Company which, when given effect to, would ensure that the reorganised entity would neither be a ‘Non-Banking Financial Company’ nor a ‘Core Investment Company’. The proposed reorganisation of TSPL essentially entails the merger of ‘Tata Electronics Systems Solutions Private Limited’ and ‘Tata Consulting Engineers ‘ with TSPL.
The proposed strategic reorganization of the business and operations of TSPL is not a new pathway; TSPL has, for almost 80 years out of its 100-year existence, always had operating businesses and operating revenues, which enabled it to fund its other, newer business ventures. To recall, as recently as 2004, Tata Consultancy Services was a business division of TSPL before it was demerged into a separate subsidiary. This was also the case with other operating businesses of TSPL. Accordingly, the proposed reorganization will result in TSPL reverting to its previous operating model, with its own operations and revenues, in addition to being a holding company for the Tata Group. This will also be in line with the previous classification by RBI of TSPL as a “non-banking, non-financial company”.
The amalgamated entity, arising out of the merger of TESS and TCE with TSPL, shall have, as of March 31, 2026:
a. Operating revenues of INR 105,043 crores, far in excess of its income from financial assets constituting 64.3% of the total income of the amalgamated entity;
b. Will not meet the “principal business criteria” of an NBFC and;
c. Will also not meet the conditions applicable to a CIC.
An amalgamation of genuine operating, non-financial companies with an NBFC will need to be undertaken in accordance with the provisions of the Reserve Bank of India Directions, 2025, including the requirement to obtain a prior ‘no objection certificate’ of the RBI. Given that TSPL will also cease to be a CIC upon the conclusion of the proposed reorganization, TSPL will require to surrender its certificate of registration.
Tata Trusts Confidential
The Tata Trusts believe that the proposed reorganization and action plan for compliance would be in the best interests of the Tata Group as well as its stakeholders, in addition to being a regulatory permissible and compliant form of reorganization of a CIC. The Tata Trusts have, accordingly, written to the TSPL Board to consider and approve the proposal, and to take necessary steps, including applying to the RBI for the necessary ‘no-objection certificate’ as required for the proposed merger and reorganisation of TSPL. The Tata Trusts, along with TSPL, will engage with the RBI on all aspects of the proposed reorganisation.
The proposed amalgamation and consequential steps are in line with regulatory compliance requirements and the unanimous resolutions passed by the Boards of Sir Dorabji Tata Trust and Sir Ratan Tata Trust in July 2025 wherein it was agreed that all endeavours should be made to ensure that the status of TSPL as an unlisted private company should continue. It also has the advantage of preserving the more than 100- year-old distinctive and unique organisational structure of the Group, which has always focussed on long term strategic initiatives geared towards nation building and the welfare of the disadvantaged and the excluded.
