Darius Khambata Rejects Tata Trusts Trustee Reappointment

Senior advocate Darius Khambata has declined reappointment as a trustee of the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT), adding another development to the growing differences within the Tata Group. In a letter dated November 2 addressed to Tata Trusts chairman Noel Tata and chief executive Siddharth Sharma, Khambata criticised the events surrounding the September 17, 2026, Tata Sons board meeting, when N. Chandrasekaran was reappointed as chairman.

Khambata described the developments as damaging to Tata Sons’ reputation and the image of corporate India. He also reiterated his opposition to listing Tata Sons, arguing that public listing could weaken the long-term decision-making model that has shaped the group’s business and philanthropic activities.

Why Darius Khambata Declined Reappointment

Khambata said he appreciated Noel Tata and Siddharth Sharma’s wishes for him to continue as a trustee. However, he explained that the reappointment process required the agreement of all other trustees, and he was unwilling to seek their consent because he believed doing so could compromise his independence.

In his letter, Khambata emphasised that independence had been central to the way he approached his responsibilities. He acknowledged that his views and decisions had sometimes differed from those of other trustees, including Noel Tata, but said he valued the latter’s acceptance of differing opinions.

He described this approach as consistent with the traditional Tata way of functioning, where institutional responsibilities and independent judgment should take precedence over personal relationships or positions.

Khambata had joined the trusts at the invitation of the late Ratan Tata, who had chaired Tata Sons and Tata Trusts. He said he had attempted to discharge his responsibilities by following the principle of doing what was right, irrespective of personal consequences.

Khambata Criticises Chandrasekaran’s Reappointment

A major part of Khambata’s letter focused on the September 17, 2026, meeting of the Tata Sons board, during which N. Chandrasekaran was reappointed as chairman. Khambata sharply criticised the developments that led to the decision, describing the day as one that would be remembered negatively in the company’s history.

He wrote that the events had damaged Tata Sons’ reputation and threatened the image of corporate India, adding that public explanations could not conceal what had happened.

The reappointment took place amid differences among Tata Trusts-nominated directors. According to the details in the letter, Venu Srinivasan supported Chandrasekaran’s continuation, while Noel Tata opposed it and recorded his dissent. Noel Tata subsequently described the reappointment as illegal.

The disagreement has highlighted the widening differences between Noel Tata and Chandrasekaran over the governance and future direction of Tata Sons. Khambata said he was saddened by the divide and urged both sides to recognise their responsibilities towards the institution.

Tata Trusts’ 66% Stake in Tata Sons

The developments are significant because of the ownership structure of Tata Sons. The Sir Dorabji Tata Trust and the Sir Ratan Tata Trust are the two largest trusts within the Tata Trusts structure, which collectively owns 66% of Tata Sons.

Tata Sons serves as the holding company of the Tata group, making decisions concerning its ownership, governance and future structure important for the wider conglomerate. Differences among trustees and board representatives can therefore have implications beyond the holding company itself.

Khambata’s decision to step away from the two trusts comes at a time when disagreements over leadership and the possibility of listing Tata Sons have become central issues within the group.

Why Khambata Opposes Listing Tata Sons

Opposition to listing Tata Sons was one of the central arguments in Khambata’s letter. He maintained that making the holding company publicly listed could alter its relationship with the trusts and affect the balance between the group’s commercial operations and philanthropic legacy.

Khambata recalled raising concerns about a possible listing at a meeting on May 28, 2025. He described the issue as existential for the trusts, indicating that he viewed the decision as fundamental to their long-term role within the Tata group.

He also said he had drafted a resolution dated July 28, 2025, opposing the listing of Tata Sons. The resolution was passed unanimously, according to his account.

Khambata’s argument is based on the belief that the group’s privately held structure gives its leadership greater flexibility to make long-term investments and support businesses without facing the same pressure for short-term financial returns that can accompany a publicly traded company.

Long-Term Investments at the Centre of the Listing Debate

To explain his position, Khambata referred to several decisions taken by Tata Sons over the years. These included supporting losses at Tata Telecommunications, repaying depositors of Tata Finance and investing in businesses such as Air India and semiconductors.

He argued that a privately held holding company could make such decisions with a longer time horizon, even when immediate commercial returns were uncertain. In his view, a listed Tata Sons could face greater pressure to prioritise shorter-term performance, potentially limiting its ability to make similar capital allocations.

The debate therefore goes beyond the question of whether Tata Sons should enter the stock market. It concerns how the company should balance shareholder expectations, business expansion, financial discipline and the group’s broader institutional objectives.

Khambata Supports Liquidity for Shapoorji Pallonji Group

Although Khambata opposed listing Tata Sons, he also acknowledged the need to address the liquidity requirements of the Shapoorji Pallonji group, which is a minority shareholder in Tata Sons and has faced debt-related financial pressures.

He supported providing liquidity to the group through the sale of some or all of its Tata Sons shares. His position suggests that opposition to a public listing does not necessarily mean rejecting other options that could help the minority shareholder meet its financial requirements.

This distinction is important because the ownership structure of Tata Sons has been part of a wider debate involving the interests of its majority shareholders and the financial needs of its minority shareholder.

Earlier Disagreement Over Tata Sons’ Nominee Director

Khambata’s letter also revisited a decision taken in September 2025 by four trustees across the Sir Dorabji Tata Trust and Sir Ratan Tata Trust, including Khambata, not to renew Vijay Singh’s tenure as a Tata Sons nominee director.

Khambata said the decision was intended to strengthen the trusts’ opposition to listing Tata Sons. He argued that the move later became important in preserving the trusts’ veto through Noel Tata.

He also questioned the positions taken by Vijay Singh and Venu Srinivasan in April 2026, when they supported listing Tata Sons. According to Khambata, they had not adequately explained their change of position to fellow trustees despite having previously participated in unanimous resolutions opposing a listing.

The issue illustrates how differences over the company’s ownership structure have extended beyond the September 2026 board meeting and involved earlier decisions by trustees and nominee directors.

Khambata Calls for Consensus Between Noel Tata and Chandrasekaran

Despite his criticism of the developments at Tata Sons, Khambata urged the group’s senior leaders to focus on institutional responsibilities rather than disagreements over positions and authority.

He argued that leadership should be based on wisdom, restraint and consensus, rather than the pursuit of power. In his letter, he said positions should be secured through mutual respect and agreement, not strategic manoeuvring.

Khambata also invoked Ratan Tata’s emphasis on institutional continuity. He said the group needed to protect the legacy established by its founders and carried forward by successive generations of leaders.

He concluded by leaving it to history to judge whether those responsible for preserving the Tata model would demonstrate the statesmanship required to put institutional interests ahead of personal considerations.

What Khambata’s Exit Means for Tata Trusts

Khambata’s decision not to seek another term adds to the developments surrounding governance and leadership within the Tata group. His letter brings together three major areas of disagreement: Chandrasekaran’s reappointment, the proposed listing of Tata Sons and the relationship between Noel Tata and other senior figures.

His departure also removes a trustee who has publicly articulated a position on the long-term structure of Tata Sons and the relationship between the holding company and the philanthropic trusts.

The immediate implications for the trusts will depend on their subsequent decisions and how the remaining trustees address the differences highlighted in the letter. The broader question remains how the Tata group will manage its leadership disagreements while maintaining the institutional principles associated with its founders.

For now, Khambata’s letter has made clear that the debate over Tata Sons is not limited to the tenure of its chairman. It also concerns the company’s ownership model, the role of its trusts and the balance between commercial objectives and the group’s long-standing institutional legacy.