Category Archives: Directing Business

The Tata Motors Demerger: 3 Surprising Twists You Didn’t See Coming

image by author and Perplexity.ai

Introduction: The Split That Sparked More Questions Than Answers

Tata Motors, a household name in the automotive industry, recently split its operations into two separate, publicly traded companies: one for passenger vehicles and another for commercial vehicles. On the surface, this is a classic corporate move, a strategic demerger designed to “unlock value,” create more focused businesses, and enhance shareholder returns.

But what happens when a move designed for clarity creates unexpected risks and confusing questions? The reality of the Tata Motors demerger is far more complex and surprising than the official announcements suggest. This article explores three crucial insights that reveal the hidden intricacies of this major corporate restructuring, offering a deeper understanding for anyone interested in business strategy or the future of Tata Motors.

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1. Splitting Up Made One Half Weaker: The Jaguar Land Rover Paradox

A demerger is a controlled, deliberate act of corporate engineering, designed to create two strong, independent entities. The expectation was that both new companies would emerge with a clear focus and a solid financial footing. In fact, rating agency S&P Global initially expected the demerger to be “neutral” to the company’s credit rating.

The reality proved to be a sharp, counter-intuitive reversal. Immediately following the split, the new passenger vehicle company, Tata Motors Passenger Vehicles (TMPV), received a ‘negative’ outlook from S&P. The core reason is a matter of strategic concentration: with the stable commercial vehicle business spun off, TMPV’s earnings are now overwhelmingly dependent on its subsidiary, Jaguar Land Rover (JLR), which accounts for over 80% of its income.

This heightened dependency was dangerously exposed when JLR, an external entity, was hit by a chaotic event: a severe cyberattack that halted its global production for over a month. The financial fallout, as analyzed by S&P, directly weakens the new TMPV entity:

  • Projected revenue decline of 15%-18% for JLR in fiscal 2026.
  • Projected EBITDA margins are expected to fall to 3%-5% in fiscal 2026, a sharp drop from 7.6%.
  • Weakened credit metrics for TMPV, with its net debt to EBITDA ratio projected to rise to 2.5x-3.0x.
  • A dramatic fall in cash flow, with the Funds From Operations (FFO) to debt ratio projected to weaken to 15%-25%, down from over 100% in fiscal 2025.

The strategic dissonance is stark: a controlled corporate action designed to streamline operations has instead magnified the financial risk posed by a chaotic external event, making the new passenger vehicle company more vulnerable to disruptions at its luxury subsidiary.

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2. The Great Name Swap: Why ‘Tata Motors’ Isn’t What You Think It Is

The process of renaming the companies involved in the demerger appears, at first glance, to be needlessly convoluted. Consider these steps:

  1. The original, publicly traded company, Tata Motors Limited (TML), has been officially renamed Tata Motors Passenger Vehicles Limited (TMPV).
  2. The new, spun-off commercial vehicle business is named TML Commercial Vehicles Limited (TMLCV).
  3. The final twist: the plan is for TMLCV to eventually be renamed back to the original Tata Motors Limited.

This wasn’t an error, but a masterclass in corporate realpolitik. If the goal was to keep the iconic ‘Tata Motors’ name for the commercial vehicle business, why not simply spin off the passenger vehicle unit?

The answer lies in the hidden complexities of global M&A. Demerging the passenger vehicle business—which includes the UK-based Jaguar Land Rover—would have been far more complex due to international regulations. By renaming the existing listed entity and demerging the purely domestic commercial vehicle business, the company chose the path of least legal and logistical resistance. This calculated move reveals that for a global giant, the internal plumbing of a deal often matters more than the public-facing label, prioritizing operational simplicity over branding clarity.

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3. Your New Shares Arrived… With a Mystery Price Tag

For existing Tata Motors shareholders, the demerger brought a tangible but perplexing change to their portfolios. Shareholders on the record date of October 14, 2025, were deemed eligible, and the new TMLCV shares were credited to their demat accounts on October 16.

The problem was one of “phantom value.” While the new TMLCV shares appeared in shareholder accounts, they were listed under an “inactive stocks” category with no price assigned. This created a period of uncertainty where investors held an asset of unknown worth. In the absence of an official price, the market itself derived an implied value for the new commercial vehicle shares. Here’s how:

  • The pre-demerger closing price of the original Tata Motors was ₹660.75.
  • After the demerger, the now-separate passenger vehicle company (TMPV) opened for trading at ₹400.
  • The market inferred that the difference of ₹260.75 per share represented the “residual value” of the yet-to-be-listed commercial vehicle business.

However, this remains just a market estimate. Professional analysts’ predictions for the actual listing price vary widely, from ₹300 to as high as ₹470 per share. This range isn’t arbitrary; it reflects a strategic valuation process. For instance, some analysts arrive at a valuation of around ₹400 per share by benchmarking the business against peers like Ashok Leyland. Furthermore, the business holds a key future catalyst: the planned integration of Iveco Group NV in fiscal 2027, which will expose it to the global commercial vehicle cycle. For shareholders, the true value of their new asset remains a mystery until it officially begins trading.

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Conclusion: A Clearer Path or a More Complicated Journey?

The Tata Motors demerger serves as a powerful case study in corporate strategy. A move intended to create clarity and unlock value has instead revealed surprising complexities. The three key takeaways—the magnified financial dependency on JLR, the strategically convoluted name swap, and the temporary valuation uncertainty for shareholders—paint a picture of a restructuring that is far from simple.

Ultimately, corporate restructuring is rarely as straightforward as it appears on paper. As both new companies now navigate their independent paths, the ultimate question remains: did this complex split truly unlock long-term value, or just rearrange the pieces of an even more intricate puzzle?

The Godfather’s Machinations: An Ancient Indian Playbook for Power

image by author and google ai Studio (gemini-2.5-pro and nano banana)

The age-old Indian strategic doctrine of Sama, Dana, Bheda, and Danda—the four-fold approach to achieving one’s objectives—finds a striking, albeit darker, parallel in the reasoning and methods of Mario Puzo’s iconic character, Don Vito Corleone, and his successor, Michael, in “The Godfather.” This ancient quartet of diplomatic and political maneuvering, originating from texts like Kautilya’s Arthashastra, outlines a sequential and calculated path to influence and control, a path the Corleone family navigates with chilling precision. Both philosophies fundamentally operate from a position of strength, where the availability of these four options is in itself a testament to power. The absence of these choices reveals a stark reality for those in weaker positions.

The Four Upayas: A Corleone Correlation

The four Upayas, or strategies, are traditionally employed in a successive manner, starting with the most peaceful and escalating to the most severe. The world of “The Godfather,” while brutal, is not devoid of this nuanced progression.

Sama (Conciliation and Persuasion): This is the art of gentle persuasion, reasoning, and diplomacy. Don Vito Corleone, contrary to the stereotypical image of a mob boss, often resorts to Sama as his initial approach. He is a man who prefers to “reason with people” and believes that “lawyers with their briefcases can steal more than a hundred men with guns.” His initial interactions with those who seek his help are often calm and deliberative. For instance, when the undertaker Amerigo Bonasera comes to him seeking vengeance for the assault on his daughter, Vito doesn’t immediately resort to violence. Instead, he engages in a dialogue, albeit one that subtly asserts his power and Bonasera’s lack of respect in the past. He persuades Bonasera to accept his form of justice, thereby indebting him to the Corleone family. Similarly, his dealings with the other Mafia families are often marked by attempts at negotiation and finding mutually beneficial arrangements, as seen in the initial discussions about the narcotics trade.

Dana (Gifts and Concessions): When persuasion alone is insufficient, the offer of a gift, a bribe, or a concession comes into play. In the Corleone’s world, this is the classic “offer he can’t refuse.” This isn’t just a threat; it’s often a transaction that benefits the other party, at least on the surface. When Don Corleone wants Johnny Fontane to get the lead role in a movie, his consigliere, Tom Hagen, is first sent to the studio head, Jack Woltz, with offers of friendship and solutions to his union problems. This is an attempt at a mutually beneficial arrangement. The “gift” is the Corleone family’s powerful assistance. The refusal of this “gift” then leads to a more forceful approach. The very act of doing “favors” for people is a form of Dana, creating a web of obligations that strengthens the Don’s power.

Bheda (Creating Division and Dissension): This strategy involves sowing discord and creating rifts among opponents to weaken them from within. The intricate power plays and betrayals within the Five Families of New York are a testament to the effective use of Bheda. After the attempt on his father’s life, Michael Corleone masterfully employs this tactic. He identifies the traitors within his own family and among the rival families. The famous baptism scene, where Michael orchestrates the simultaneous assassination of the heads of the other families while he stands as godfather to his nephew, is the ultimate act of Bheda. He exploits their moments of vulnerability and their internal conflicts to eliminate them all in one swift move. This also includes turning rival factions against each other, a classic maneuver to maintain dominance.

Danda (Force and Punishment): The final and most extreme measure is the use of force, punishment, and violence. This is the option of last resort when all other methods have failed. The Corleone family, despite their preference for more subtle tactics, never shies away from Danda when necessary. The horse’s head in Jack Woltz’s bed is a terrifying application of Danda after Dana was rejected. The murders of Virgil “The Turk” Sollozzo and the corrupt police captain McCluskey by Michael are acts of Danda to protect the family’s interests when negotiations and appeals to reason have failed. The ultimate message is that the Corleone family has the capacity and the will to inflict severe punishment on those who stand in their way.

The Foundation of Strength and the Peril of Limited Options

The ability to sequentially employ Sama, Dana, Bheda, and Danda is a clear indication of a position of strength. Having these four options at hand means possessing the resources, intelligence, and power to choose the most appropriate and effective means to an end. Don Corleone’s influence is built on a foundation of wealth, political connections, and a loyal army of capos and soldiers. This allows him the luxury of starting with diplomacy and escalating only when necessary. His power is what makes his “reasonable” arguments persuasive and his “gifts” enticing.

Conversely, a lack of these options signifies weakness. A ruler in ancient India who could not offer concessions (Dana) or did not have the intelligence network to create division (Bheda) would be at a significant disadvantage. Their only recourse might be premature and potentially disastrous conflict (Danda), or complete submission.

In the world of “The Godfather,” weakness is a death sentence. Characters who lack the foresight, the strength, or the options to navigate the treacherous landscape are quickly eliminated. Sonny Corleone, despite his loyalty and passion, is too impulsive and lacks the strategic patience to effectively use the four Upayas. His public outburst of anger at Sollozzo is a sign of weakness that is later exploited. Fredo Corleone’s weakness and lack of intelligence make him a liability, ultimately leading to his tragic end.

When the Corleone family is in a position of perceived weakness, such as after the assassination attempt on Vito, their options become limited. They are forced to rely more heavily on Bheda and Danda to survive and re-establish their dominance. Michael’s swift and brutal actions are a direct response to the family’s vulnerability.

In conclusion, the strategic philosophy of Sama, Dana, Bheda, and Danda provides a compelling framework for understanding the methodical and calculated approach to power employed by Mario Puzo’s Godfather. The Corleone family’s success is not merely a product of brute force, but of a sophisticated understanding of human nature and the strategic application of a range of tactics, from peaceful negotiation to ruthless violence. This approach, however, is a luxury afforded by a position of immense strength. For those without the power to choose their means, the world is a far more dangerous and limited place, a reality that both the ancient strategists and the modern dons understood all too well.

He Taught 1 Million People to Code. His Rules for Building with AI Aren’t What You Think.

image by author and chatGPT5 with prompt inspiration from Reference-2

For many developers, collaborating with an AI coding agent is a practice in hope over strategy. They give a single, vague instruction and cross their fingers—a process Ryan Carson calls “vibe coding” or “yoloing.” It’s a fun way to experiment, but as Carson notes, for “engineers that need to build real stuff,” it’s a recipe for frustration.

This isn’t a theoretical problem for Carson. As a serial founder, he’s experienced both ends of the startup spectrum. He built and sold Drop Send as a solo founder, then co-founded Treehouse, a VC-backed behemoth that taught a million people to code. Now, he’s returning to his roots, building a new startup, Untangle, as a solo founder once again—but this time, supercharged by AI. His highly structured, three-file system for agentic development isn’t just a collection of clever prompts; it’s a professional methodology born from years of experience. This article shares the most impactful and counter-intuitive takeaways from his battle-tested approach.

1. Slow Down to Speed Up: The Power of Deliberate Planning

The most striking part of Carson’s process is how much time is spent in structured planning before the AI writes a single line of code. In a live demo, this setup phase took a full 20 minutes. This deliberate planning is a direct refutation of the “prompt now, fix later” impulse that dominates amateur AI usage. Instead of a single vague request, the system first generates a detailed Product Requirements Document (PRD), then breaks that down into high-level “parent tasks,” and finally generates granular, atomic “subtasks” for each.

This methodical planning acts as a critical guardrail. It forces the developer to clarify their own thinking and provides the agent with a detailed, step-by-step roadmap. By investing time upfront, you prevent the AI from veering off-course, ultimately saving hours of debugging and rework. This isn’t a hack; it’s the discipline of an architect versus the impatience of a script-kiddie. It’s what professional, agent-driven software development actually looks like.

we’ve been talking for like 20 minutes right and like now it’s finally starting to code… this is actually the way real software development happens with agents.

2. Treat Your AI Like a New Hire, Not a Magician

Carson’s core philosophy is to treat the AI agent like a very smart, but context-free, new engineer who just showed up on your doorstep. This simple analogy is a powerful forcing function that combats a developer’s natural tendency toward laziness when prompting. As interviewer Peter Yang admitted, “I become so lazy… I just hey go build this… this is forcing me to actually provide some more details.”

Carson’s system operationalizes this principle with its first file, create_prd.md. The prompt explicitly instructs the AI agent to begin by asking clarifying questions about the project’s goals, target users, and the specific problem being solved. This step is crucial for two reasons: it forces the developer to articulate their idea with precision, and it equips the AI with the essential context needed to generate a relevant and effective plan.

imagine that you had a very smart engineer show up on your doorstep they have no context no background you wouldn’t just tell you know a random new employee “Make me a game that’s super fun to play and then expect them to succeed.”

3. Require Human Approval Before Every Major Step

A common fantasy is that AI agents will build entire applications autonomously while we sleep. Carson’s system is a practical rejection of this idea, building in explicit checkpoints that keep the human developer firmly in the driver’s seat. This “human-in-the-loop” approach is essential for guiding the agent and ensuring the project doesn’t veer off course.

The system enforces this in two key ways. First, the generate_tasks.md prompt instructs the AI to create a short list of high-level “parent tasks” and wait for user confirmation before generating detailed subtasks. Second, the process_task_list.mdprompt forces the agent to ask for permission (a “yes” or “y”) before executing each individual subtask. However, this isn’t rigid dogma. As AI models improve, the system adapts. Carson notes that the need for constant supervision is already lessening with more advanced models.

i wouldn’t want the AI to run off and create 30 tasks i would want it to create a high level you know give me five tasks and then I want to approve those.

As he later reflected on the tight control loop:

i think you know when I shipped this uh we were on sonnet 37 um and I think with sonnet 4 you really don’t need to handhold it you know quite as tightly

4. Make Your Test Suite the AI’s Real Co-Pilot

In a traditional workflow, Test-Driven Development (TDD) is a best practice. In an agentic workflow, it becomes the non-negotiable feedback mechanism that separates success from failure. Without tests, a developer is stuck in a frustrating, subjective loop of “vibe coding,” telling the agent "Hey this is not working go fix this... it's not working it's still not working."

In Carson’s demo, when he noticed the initial plan lacked testing, he instructed the agent to add a Jest test after each functional change. This highlights the developer’s crucial role in refining the AI’s strategy. Tests provide the agent with a clear, automated, and objective signal of success or failure. This loop replaces subjective frustration with objective signals, forming the foundation of any reliable, professional AI development process.

the reason why you have to really care about test driven development now is because it’s the loop that the agent needs to actually know if it’s doing things right.

5. Use Different Models for Different Kinds of Thinking

One of the most sophisticated techniques in Carson’s workflow is leveraging a portfolio of AI models for their unique strengths. His agent of choice, AMP, has an “Oracle” feature that demonstrates this perfectly. For most implementation tasks, the agent uses a faster, more cost-effective model like Claude 3 Sonnet. For summarization, it might use Gemini Flash. But when a high-level strategic review is needed, Carson can invoke the Oracle.

This action makes a tool call to a more powerful, slower, and more expensive reasoning model—Claude 3 Opus—not to perform an action, but to review a plan. This is a subtle but critical distinction. He isn’t asking the powerful model to code; he’s asking it to think. As Carson puts it, “what you’re doing is saying I just want someone to to double check what I’m doing.” This is analogous to asking a senior architect for a second opinion on a blueprint before letting a junior engineer start building.

Conclusion: The Operating System for the Solo Founder

Building production-grade software with AI requires a mental shift from coder to architect. But Carson’s system reveals a deeper truth: this disciplined, architectural mindset is not just a better way to code—it’s the operating system for a new kind of entrepreneur.

Carson is building Untangle to solve a painful, real-world problem for a niche audience, a business he calls a “pain pill, not a vitamin.” This is the classic solo founder playbook, but now enabled by an unprecedented level of leverage. His structured process is what makes it possible for one person to build, ship, and manage a complex application that once would have required a team. It transforms the developer from someone who merely writes code into someone who designs a system of collaboration between human insight and machine execution. This isn’t just about building apps anymore; it’s about building a one-person engine of value.

References

  1. Full Tutorial: A Proven 3-File System to Vibe Code Production Apps | Ryan Carson
  2. https://x.com/LinusEkenstam/status/1977139213456769477