Tata Capital Files for ₹15,000 Crore IPO via Confidential Route

As per news reports, Tata Capital, a non-banking financial services company under Tata Sons, has filed draft papers with SEBI for an Initial Public Offering (IPO) exceeding ₹15,000 crore. The filing was done via the confidential pre-filing route. 

The IPO will include both a fresh issue of up to 2.3 crore equity shares and an offer for sale (OFS) by existing shareholders, primarily Tata Sons and IFC.

Confidential Pre-Filing Mechanism

The confidential route, introduced by SEBI in 2022, allows companies to file draft papers without immediate public disclosure. It offers the option to withdraw or revise the offering before making the information public. Tata Capital becomes the eighth Indian company to use this mechanism, following others like Tata Play, Oyo, and Swiggy.

Shareholding and Regulatory Requirements

As of March 31, 2024, Tata Sons holds a 92.83% stake in Tata Capital. The IPO is part of compliance with the Reserve Bank of India’s regulation requiring “upper-layer” NBFCs to list within three years of classification. Tata Capital received this classification in September 2022.

Merger and Fundraising 

In February 2025, Tata Capital’s board approved a ₹1,504 crore rights issue, fully subscribed by Tata Sons. The company is also undergoing a merger with Tata Motors Finance Ltd (TMFL). The boards of Tata Capital, Tata Motors, and TMFL approved the merger in June 2024. Post-merger, Tata Motors is expected to hold a 4.7% stake in Tata Capital. Final approval from the NCLT is pending.

Advisors and Timeline

Tata Capital has appointed ten investment banks, including Kotak Mahindra Capital, Citi, JP Morgan, Axis Capital, and ICICI Securities, as advisors. Legal advisory is being handled by Cyril Amarchand Mangaldas. The draft filing was expected by March-end or early April.

Financial Position

As of March 31, 2024, Tata Capital reported assets under management (AUM) of ₹1.58 lakh crore, compared to ₹1.19 lakh crore the previous year. Over the past five years, Tata Sons has infused ₹6,097 crore into Tata Capital.

Conclusion

The IPO shows development in Tata Capital’s path to meet regulatory listing requirements for upper-layer NBFCs. Final approval from the NCLT and prevailing market conditions will determine the timeline for the public offering.

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