
Tata Capital Files for Massive Rs 15,000 Crore IPO Through Confidential Route
The N Chandrasekaran-led Tata Group has taken a significant step toward expanding its public market presence by filing papers with the Securities and Exchange Board of India (SEBI) for a substantial initial public offering (IPO) of its flagship financial services arm, Tata Capital. The filing has been made through the confidential pre-filing route with a projected fundraising target exceeding Rs 15,000 crore.
IPO Structure and Key Participants
According to the filing details, the offering will consist of both primary and secondary components. The structure includes:
- A fresh issue of up to 230 million equity shares
- An offer for sale (OFS) where existing shareholders will pare their stakes
- Tata Sons, which currently holds 92.83% in Tata Capital, will be the primary seller in the OFS
- The International Finance Corporation (IFC) will also participate in the secondary offering
This IPO represents one of the largest public offerings in recent years from the Tata Group ecosystem and will mark a significant milestone in India's financial services sector.
Banking Consortium Supporting the Mega Listing
To manage the ambitious offering, Tata Capital has assembled an impressive consortium of ten investment banks as advisors for the listing. These include:
- Kotak Mahindra Capital
- Citi
- JP Morgan
- Axis Capital
- ICICI Securities
- HSBC Securities
- IIFL Capital
- BNP Paribas
- SBI Capital
- HDFC Bank
Initial preparations for the IPO began earlier, with Kotak Mahindra Capital and law firm Cyril Amarchand Mangaldas having been engaged as early-stage advisors in December 2024.
Confidential Pre-Filing: Strategic Advantages
With this move, Tata Capital becomes the eighth major Indian company to utilize the confidential pre-filing route, following the path of Tata Play, Oyo, Swiggy, Vishal Mega Mart, Credila Financial Services, Indira IVF, and PhysicsWallah.
The confidential filing mechanism, introduced by SEBI in November 2022, offers several strategic advantages:
- It allows companies to keep sensitive business details and financial metrics private
- Competitive information remains protected from market rivals
- Companies gain flexibility to make final decisions on listing timelines
- If market conditions change, issuers can postpone or withdraw filings without extensive public disclosure
Regulatory Compliance as a Key Driver
A primary motivator behind Tata Capital's IPO is regulatory compliance with Reserve Bank of India (RBI) directives. The company falls under the "upper layer" NBFC category, which requires mandatory listing by September 2025, giving firms a three-year window from notification.
Tata Capital Financial Services, which merged with Tata Capital in January 2024, is specifically mentioned on the regulator's list of companies required to list. This move follows similar compliance-driven IPOs from other financial institutions, including:
- Bajaj Housing Finance, which made a remarkable market debut in September with a 135% premium
- HDB Financial Services, which has filed for a Rs 12,500 crore IPO
Corporate Restructuring and Financial Position
In preparation for the public offering, Tata Capital has undertaken several strategic corporate actions:
- In February 2025, the board approved a rights issue to raise Rs 1,504 crore prior to the IPO
- Tata Sons committed to subscribe to the entire portion of this rights issue
- In June 2024, the boards of Tata Motors Limited, Tata Capital, and Tata Motors Finance approved a merger of TMFL with TCL
According to a Fitch report released last month, Tata Sons' shareholding in Tata Capital is unlikely to fall below 75% in the foreseeable future following the public listing.
Growth Trajectory and Financial Performance
Tata Capital has demonstrated strong growth in recent years. According to Crisil Ratings, the company's assets under management (AUM) stood at Rs 158,479 crore as of March 31, 2024, showing significant growth from Rs 119,950 crore in March 2023 and Rs 94,349 crore in March 2022.
The company has also received substantial capital support from its parent company. Tata Sons has infused capital of Rs 6,097 crore into Tata Capital over the last five fiscal years, including:
- Rs 2,500 crore in fiscal 2019
- Rs 1,000 crore in fiscal 2020
- Rs 594 crore in fiscal 2023
- Rs 2,003 crore during fiscal 2024
This pattern of investment highlights Tata Group's strategic intent to strengthen its position in the financial services sector.
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