Tata Trusts proposes ₹25,000 crore plan for SP Group, says Tata Sons listing is not an option

Tata Trusts Chairman Noel N Tata has proposed a plan to provide liquidity to the Shapoorji Pallonji (SP) Group by facilitating the monetisation of a portion of its stake in Tata Sons, even as the Trusts reiterated their opposition to a public listing of the Tata Group holding company.

At the Tata Sons board meeting on September 17, Noel Tata tabled a proposal received from the SP Group to sell a portion of the Tata Sons shares held by Sterling Investments Corporation Private Limited (SICPL) and Cyrus Investments Private Limited (CIPL). The proposed transaction would generate gross proceeds of at least ₹25,000 crore, based on the minimum valuation determined under Rule 11UA of the Income Tax Rules, 1962.

SP Group proposes two-tranche share sale

According to the proposal, the share buyout would be completed in two tranches over an 18-month period. Tata Sons would initiate a selective capital reduction process through the National Company Law Tribunal (NCLT), while the Tata Sons shares would be valued using the fair value methodology prescribed under income-tax rules.

Noel Tata suggested that Tata Sons explore multiple avenues to raise the funds required for the transaction. These include using internal cash flows, selling listed investments, bringing investors into some of its newer businesses and potentially listing some businesses through an offer for sale.

He also asked the board to initiate the NCLT process and authorised the operating teams of Tata Sons and Tata Trusts to continue discussions with the SP Group and bankers. The teams will subsequently report back to the board.

The proposal follows earlier discussions involving Noel Tata, Tata Sons Chairman N Chandrasekaran and SP Group Chairman Shapoor Mistry.

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Key terms of the proposed SP Group transaction

Tata Trusts reiterate opposition to listing

The development comes amid an ongoing debate over the future ownership and listing structure of Tata Sons following the Reserve Bank of India’s September 11 communication.

Noel Tata reiterated at the board meeting that Tata Trusts has not agreed to a public listing of Tata Sons and wants all permissible alternatives to be “thoroughly explored and assessed”.

The Trusts referred to a decision taken in March 2024 under the guidance of late Ratan Tata to keep Tata Sons unlisted. It also pointed to resolutions passed by the Sir Dorabji Tata Trust and Sir Ratan Tata Trust in July 2025, saying their position remains unchanged.

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SP Group seeks liquidity from Tata Sons stake

Tata Sons has a distinctive ownership structure, with charitable Tata Trusts holding around 66% of its equity. The Shapoorji Pallonji family owns 18.37%, while Tata Group companies hold about 13%. The remaining shares are held by individuals, primarily members of the Tata family.

The proposed ₹25,000-crore transaction could therefore provide a significant liquidity route for the SP Group without requiring Tata Sons itself to pursue a public listing.

The Trusts said the proposal is a continuation and reaffirmation of their desire to find a “fair and equitable solution” for the SP Group in relation to its Tata Sons holdings.

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