Tata Capital Ltd IPO
Status: Closed
Overview
IPO date
06 Oct 2025 to 08 Oct 2025
Face value
₹ 0 per share
Price
₹ 310 to ₹326 per share
Issue Size
475,824,280 shares
(aggregating up to ₹ 15511.87 Cr)
(aggregating up to ₹ 15511.87 Cr)
Allotment Date
09 Oct 2025
Listing at
NSE
Issue type
Book Building
Sector
Finance
Objectives of Tata Capital Ltd IPO
Tata Capital Ltd IPO Strategy
About Tata Capital Ltd
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T&C*
Strengths vs Risks of Tata Capital Ltd
Know the pros & cons
Strengths
Flagship financial services company of the Tata Group, with a legacy of over 150 years.- Third largest diversified NBFC in India, with the most comprehensive lending product suite.
- Omni-channel distribution model, comprising our pan-India branch network, partnerships and digital platforms.
- Prudent risk culture and credit underwriting and collections capabilities, resulting in stable asset quality.
- Digital and analytics at the core of our business, driving high quality experience and business outcomes.
- Highest credit rating with a diverse liability profile.
- Consistent track record of strong financial performance highlighted by attractive asset quality.
- Experienced management backed by a team of dedicated professionals.
Risks
- The company's Gross Stage 3 Loans comprised 2.1%, 1.7%, 1.9%, 1.5% and 1.7% of its Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Non-payment or default by its customers may adversely affect the company's business, results of operations, cash flows and financial condition.
- The company's provision coverage ratio was 53.9%, 63.5%, 58.5%, 74.1% and 77.1% as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company's inability to provide adequate provisioning coverage for non-performing assets may adversely affect its business, results of operations, cash flows and financial condition.
- Unsecured Gross Loans comprised 20.0%, 22.4%, 21.0%, 24.5% and 23.1% of its Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Failures to recover such receivables in a timely manner or at all may adversely affect the company's business, results of operations, cash flows and financial condition.
- Changes in the company's loan-mix may adversely affect its financial metrics and asset quality, which could adversely affect the company's business, financial condition, results of operations and cash flows.
- Secured Gross Loans comprised 80.0%, 77.6%, 79.0%, 75.5% and 76.9% of the company's Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company is exposed to potential losses in connection with recovery of the value of security or enforcement of collaterals.
- Retail Finance comprised 61.3%, 64.2%, 62.3%, 58.9% and 56.7% of Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Any adverse developments that reduce demand for loans amongst retail customers and/or increase loan default rates amongst retail customers will adversely affect its business, results of operations and prospects.
- Home Loans, Loans Against Property and Developer Finance together amounted to 34.7%, 32.2%, 33.8%, 37.4% and 37.3% of our Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. In relation to the company's Home Loans, Loans Against Property and Developer Finance, we have significant exposure to the real estate sector and any negative trends affecting this sector could adversely affect its business and result of operations.
- The company's fixed interest rate loans comprised 36.3%, 40.5%, 38.6%, 32.0% and 32.6% of its Total Gross Loans and the company's fixed interest rate borrowings comprised 55.0%, 48.0%, 54.0%, 53.0% and 51.0% of its Total Borrowings as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Any adverse changes in interest rates could impact the company's Average Cost of Borrowings Ratio and adversely impact its Net Interest Margin Ratio, demand for loans and profitability and cause a decrease in the company's Net Interest Income, any of which could adversely affect our business, results of operations, cash flows and financial condition.
- Certain issuances of non-convertible debentures by TMFL and some of the company's CRPS issuances have been down sold by successful applicants in the past, leading to the number of holders of such securities exceeding the prescribed limits under the applicable laws. Accordingly, the company may be subject to regulatory action, including penal action, which may adversely affect its business and reputation.
- The company Average Cost of Borrowings Ratio was 7.8%, 7.8%, 7.8%, 7.3% and 6.6% for the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. If the company is unable to secure funding on acceptable terms and at competitive rates when needed, including due to any downgrade in the company's credit ratings, it could have a material adverse effect on its business, results of operations, cash flows and financial condition.
- The company had Net Interest Income of Rs.28,662.1 million, Rs.24,540.0 million, Rs.106,901.3 million, Rs.67,982.4 million and Rs.53,102.6 million, Average Cost of Borrowings Ratio of 7.8%, 7.8%, 7.8%, 7.3% and 6.6% and Net Interest Margin Ratio of 5.1%, 5.2%, 5.2%, 5.0% and 5.1% in the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. A reduction in the company's interest income and/or an increase in the company's Average Cost of Borrowings Ratio, and in turn, finance cost, could result in a corresponding decrease in Net Interest Income and Net Interest Margin Ratio, which would adversely affect its profitability and results of operations.
- The company is affected by volatility in interest rates for both its lending and treasury operations, which could cause the company's earnings and associated key financial metrics to vary, which may adversely affect its business, financial condition, results of operations and cash flows.
- The company may faces asset-liability mismatches, which could adversely affect its liquidity and consequently affect our profitability, business, results of operations, cash flows and financial condition.
- The Company, Subsidiaries, Directors, Promoter, Key Managerial Personnel and members of the Senior Management are or may be involved in certain legal proceedings and any adverse outcomes in such proceedings may have a material adverse effect on its reputation, business, results of operations, cash flows and financial condition.
- Any downgrade in the company's credit ratings in future could increase the company's existing and future borrowing costs and adversely affect its access to capital and debt markets, which could in turn adversely affect its interest margins, our business, results of operations, cash flows and financial condition.
- The company relies on the strength of the "Tata" brand, which the company uses pursuant to licensing arrangements with its Promoter, Tata Sons Private Limited. Any improper use of the associated trademarks by the licensor or any other third parties, or any negative publicity affecting the brand, could materially and adversely affect its business, financial condition and results of operations.
- Failures to integrate the operations of, or leverage potential operating and cost efficiencies from, the amalgamation of TMFL with TCL, or other acquisitions and investments undertaken by the company, may prevent the company from achieving the expected benefits from such transactions.
- The company operates in a regulated industry and as such changing laws, rules and regulations as well as legal uncertainties in India may adversely affect its business, prospects, results of operations, cash flows and financial condition.
- Loans to small and medium enterprise businesses comprised 26.2%, 25.6%, 26.2%, 29.0% and 32.6% of Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company's loans to small and medium enterprise businesses depend on the performance of the small and medium enterprises sector in India, which may be affected by government policies and statutory and/or regulatory reforms relating to the small and medium enterprises sector.
- The company's contingent liabilities as per Ind AS 37 derived from our Restated Consolidated Financial Information were Rs.7,889.2 million, Rs.6,798.1 million, Rs.6,793.0 million, Rs.7,375.0 million and Rs.7,990.1 million, as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company has certain contingent liabilities as per Ind AS 37 that have not been provided for in the company's financial statements, which if they materialise, may adversely affect its business, results of operations, cash flows and financial condition.
- The company required to maintain applicable capital adequacy ratios and failures to comply with the capital adequacy ratios prescribed by the Reserve Bank of India could adversely affect its business, results of operations, cash flows and financial condition.
- The company is subjects to prudential norms on expected credit loss, credit concentration and excessive interest charged by the Reserve Bank of India, and compliance therewith may adversely affect its business, profitability, liquidity and reputation.
- The company is subjects to the liquidity risk management rules promulgated by the RBI. There can be no assurance that the company will be able to maintain such liquidity ratios, which may expose the company to regulatory penalties, with a consequent effect on its business, financial condition and results of operations.
- The company's Auditors' examination report on the Restated Consolidated Financial Information includes observations related to the Special Purpose Consolidated Interim Financial Statements, the scheme of arrangement for amalgamation of TMFL with the Company and the scheme of amalgamation of TCFSL and TCCL with the Company. If such observations are included in future audit reports or examination reports, the trading price of the Equity Shares may be adversely affected.
- As an NBFC, the company is subjects to regulations and periodic inspections by regulatory authorities in India. The RBI and NHB have observed certain non-compliances in the past and any non-compliance with such regulations in the future could subject us to penalties, restrictions and cancellation of the relevant license.
- The company uses services of some third-party vendors for certain operations such as application processing (loan origination of financial products), document processing, data processing, back office related activities, cash collection and IT services. Any disruption, negligence, fraud, deficiency or inefficiency in the services provided by such third parties could adversely affect its business, reputation, results of operations, financial condition and cash flows.
- The company faces the threat of fraud and cyber-attacks targeted at disrupting its services and/ or stealing sensitive internal data or customer information. Such attacks may adversely impact the company's business, operations and financial results.
- The company is funding requirements and the proposed deployment of Net Proceeds are based on management estimates, and have not been independently appraised. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders' approval.
- Any failures or significant weakness of its internal control systems could result in operational errors or incidents of fraud, which may adversely affect the company's profitability and reputation.
- Failures to identify, monitor and manage risks and effectively implement its risk management policies could expose the company to legal and regulatory liability or cause the company to take inappropriate risks in the company's operations, thereby adversely affecting its business, financial condition and results of operations.
- The company is exposed to fluctuations in the market values of its investment portfolio.
- The company is business depends substantially on the efforts of its Key Managerial Personnel, members of the Senior Management, and failures to attract or retain such persons could adversely affect its business, results of operations, cash flows and financial condition.
- The company may faces potential delays and additional expenses in enforcing the company's legal rights and may not be able to recover amounts owed by defaulting customers in a timely manner or at all.
- The company's system downtime and failures was 0.1%, 0.1%, 0.2%, 0.7% and 0.1% for the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. The company's information technology systems are critical to the operation of its business and any unforeseen internal or external disruptions, downtime and inadequacy may cause disruptions to the company's business.
- The company's total foreign currency borrowings as a percentage of Total Borrowings were 12.3%, 8.1%, 11.4%, 7.3% and 5.9% as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The hedging arrangements that the company has entered into with respect to fluctuations in interest rates or currency exchange rates may be inadequate and are subject to default risk.
- The lending services industry in India is competitive and its inability to compete effectively could adversely affect the company's business, results of operations, cash flows and financial condition.
- The company has experienced growth in the company's Total Gross Loans from Rs.1,201,968.6 million as at March 31, 2023 to Rs.1,612,310.8 million as at March 31, 2024 and Rs.2,265,529.6 million as at March 31, 2025 and from Rs.1,987,867.2 million as at June 30, 2024 to Rs.2,333,985.5 million as at June 30, 2025. There is no assurance that the company will be able to sustain its business growth in the future.
- The company may not be able to successfully diversify its product portfolio, enter new lines of business or expand business in new markets, and maintain arrangements with the company's partners such as DSAs, OEMs and dealers, which may materially and adversely affect its business prospects and impact the company's future financial performance.
- The company relies on the parentage of its Promoter, which holds 88.6% of the paid-up capital of the Company as on the date of this Red Herring Prospectus. The company will continue to be controlled by its Promoter after the completion of the Offer, and the company's Promoter's interest may differ from those of other shareholders.
- The company relies on credit bureaus and information provided by its customers or employees in evaluating customer credit profiles and any inaccuracies or misleading information may affect the company's assessment of its customers' credit worthiness and the value of and title to collateral.
- The company has entered into and may continue to enter into related party transactions. Failures to ensure that such related party transactions are entered into on an `arm's length' basis could have an adverse effect on its business, financial condition or results of operations.
- The company had negative cash flows from operations of Rs.48,799.8 million, Rs.75,194.3 million, Rs.298,724.8 million, Rs.379,985.4 million and Rs.231,896.0 million in the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, and may continue to do so in the near term as the company expands the company's business, and enhance its product offerings. Failures to generate sufficient cash from operations could adversely affect the company's liquidity, ability to service The company's indebtedness and fund its operations.
- The company had borrowings of Rs.2,076,314.4 million as at July 31, 2025. The company's financing arrangements provide certain conditions and restrictions, and non-compliance could adversely affect its business, results of operations and financial condition.
- The company is exposed to portfolio attrition risks and may face declines or slowed growth of its Total Gross Loans if customers transfer their loans from the company to other banks or financial institutions.
- The company's non-convertible debentures, commercial papers and Notes are listed on the BSE, NSE, and India International Exchange Limited and the company is subject to strict regulatory requirements with respect to such listed non-convertible debentures. The company's inability to comply with or any delay in compliance with such laws and regulations may have an adverse effect on its business, results of operations, cash flows and financial condition.
- The company may be subject to unauthorised use of its intellectual property and may in the future become subject to patent, trademark and/or other intellectual property infringement claims.
- The company is subjects to counter-terrorism financing, anti-bribery and corruption and anti-money laundering laws, and failures to detect non-compliances or other illegal activities in a timely manner may expose the company to liabilities and adversely affect its business and reputation.
- The company has included data derived from the CRISIL Report titled "Analysis of NBFC Sector in India" which has been prepared by CRISIL, exclusively for the Offer and commissioned and paid for by us and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
- The company is required to hold certain statutory and regulatory permits and approvals for the operation of its business, and failures to obtain, renew or maintain such permits and/or approvals may adversely affect the company's business, results of operations and prospects.
- Any delays in payment of employee related statutory dues by the Company may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on its financial position and cash flows.
- The company's insurance coverage of Rs.6,997.4 million as at June 30, 2025 may not be adequate to protect the company against all potential losses, which can adversely affect its business, financial condition and results of operations.
- The bankruptcy code in India may affect its right to recover loans from the company's customers.
- The company leases the majority of properties in which its branches are located. Any termination or failures by the company to renew the lease agreements in a favourable and timely manner, or at all, could adversely affect its business, cash flows, results of operations, and financial condition.
- The company's ESOP expenses were Rs.103.5 million, Rs.78.7 million, Rs.376.5 million, Rs.341.7 million and Rs.214.8 million for the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. The grant of options under its employee stock option plan may result in a charge to the company's profit and loss account and may adversely impact its net income.
- This Red Herring Prospectus includes certain non-GAAP and non-Ind AS financial measures and certain other selected statistical information related to its operations and financial performance that may vary from any standard methodology in the company's industry, and such measures are not verified.
- The company's ability to pay dividends in the future will depend on its earnings, financial condition, capital expenditures and restrictive covenants of the company's financing arrangements.
- Certain of the company's operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect its business and reputation.
- If the company were deemed to be an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), applicable restrictions could make it impractical for the company to continue its business as contemplated and could have a material adverse effect on the company's usiness, financial condition and results of operations.
- Due to the nature of its business, the company expects to be classified as a passive foreign investment company for U.S. federal income tax purposes. Assuming the company is so classified, U.S. investors in the Equity Shares would generally be subject to material adverse U.S. federal income tax consequences.
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The IPO opens on 06 Oct 2025 & closes on 08 Oct 2025.
Tata Capital Limited was incorporated as Primal Investments & Finance Limited' as a public limited company, on March 8, 1991, with the Additional Registrar of Companies, Maharashtra at Bombay and commenced its operations pursuant to a certificate for commencement of business dated April 1, 1991. Subsequently, the name of the Company was changed to Tata Capital Limited' and a fresh certificate of incorporation dated May 8, 2007 was issued by the Registrar of Companies, Mumbai.
Tata Capital Limited is the flagship financial services company of the Tata Group and a wholly owned subsidiary of Tata Sons Private Limited. Since the commencement of its lending operations in September, 2007. Company has served 7.3 million customers up to June 30, 2025. Company is categorized as an Upper Layer NBFC by RBI. Through comprehensive suite of 25+ lending products, Tata Capital cater to a diverse customer base comprising salaried and self-employed individuals, entrepreneurs, small businesses, small and medium enterprises and corporates. Additionally, it distribute third-party products viz. insurance and credit cards, offer wealth management, and act as sponsor and investment manager to PE funds.
Through Tata Capital, Tata Group has made the entry into financial services. The Company was set up to cater the investment or financial needs of the retail and institutional customers. Tata Capital Limited is an engaged in two businesses, namely Fund based and Fee based activity. Tata has an extensive distribution network consisting of 1,516 branches as at June 30, 2025.
The Company entered into the retail asset financing business in a phased manner with an initial focus on auto and personal loans. On September 1, 2007, Company started infrastructure financing business by acquiring the construction equipment (CEQ) financing business from Tata Motors Limited and Tata Motors Finance Limited. Later, in December 2007, it commenced auto finance business. In February 2008, it launched personal loan business. In June 2008, the Company acquired 4,02,56,111 equity shares representing 24% stake in Tata Autocomp Systems Limited (TACO). Company launched private equity business in 2009. The Company incorporated the erstwhile wholly owned subsidiary, TCFSL, to house the NBFC business in 2010.
Pursuant to a Scheme of Arrangement amongst Tata Motors Finance Solutions Limited (TMFL), the Company and their respective shareholders, the entire business of TMFL has been transferred to the Company w.e.f. April 1, 2024 and the Scheme is made effective from May 8, 2025. In terms of consideration, the Board has allotted and issued 183,867,495 Equity Shares to TMF Holdings Limited. Through the merger of TMFL with the Company, Company strengthened the presence in the commercial vehicle and passenger car financing markets. The merger consolidated the lending businesses of Company and TMFL, creating a larger unified financial services entity with wider geographical reach, and stronger capital and asset base in FY 2025.
The Company has launched the IPO by issuing 475,824,280 equity shares having the face value of Rs 10 each, by raising funds of Rs 15,511 crores, consisting a fresh issue of 210,000,000 equity shares aggregating to Rs 6846 Cr and the offer for sale of 265,824,280 equity shares aggregating to Rs 8,665 Cr in October, 2025.
Tata Capital Ltd IPO will close on 08 Oct 2025.
- Flagship financial services company of the Tata Group, with a legacy of over 150 years.
- Third largest diversified NBFC in India, with the most comprehensive lending product suite.
- Omni-channel distribution model, comprising our pan-India branch network, partnerships and digital platforms.
- Prudent risk culture and credit underwriting and collections capabilities, resulting in stable asset quality.
- Digital and analytics at the core of our business, driving high quality experience and business outcomes.
- Highest credit rating with a diverse liability profile.
- Consistent track record of strong financial performance highlighted by attractive asset quality.
- Experienced management backed by a team of dedicated professionals.
| S.No | Promoters Name | Pre Issue Shares | Pre Issue Percentage | Post Issue Shares | Post Issue Percentage |
|---|---|---|---|---|---|
| 1 | Tata Sons Private Limited | 3575064262 | 88.6 | 3345064262 | 78.8 |
| 2 | TMF Holdings Limited | 186224770 | 4.6 | 186224770 | 4.39 |
| 3 | Tata Investment Corporation Li | 82936767 | 2.1 | 82936767 | 1.95 |
| 4 | Tata Motors Limited | 4326651 | 0.1 | 4326651 | 0.1 |
| 5 | Tata Chemicals Limited | 3230859 | 0.1 | 3230859 | 0.08 |
| 6 | The Tata Power Company Limited | 2333070 | 0.1 | 2333070 | 0.05 |
| 7 | Tata International Limited | 824470 | --- | 824470 | --- |
| 8 | Tata Consumer Products Limited | 613598 | --- | 613598 | --- |
- The company's Gross Stage 3 Loans comprised 2.1%, 1.7%, 1.9%, 1.5% and 1.7% of its Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Non-payment or default by its customers may adversely affect the company's business, results of operations, cash flows and financial condition.
- The company's provision coverage ratio was 53.9%, 63.5%, 58.5%, 74.1% and 77.1% as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company's inability to provide adequate provisioning coverage for non-performing assets may adversely affect its business, results of operations, cash flows and financial condition.
- Unsecured Gross Loans comprised 20.0%, 22.4%, 21.0%, 24.5% and 23.1% of its Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Failures to recover such receivables in a timely manner or at all may adversely affect the company's business, results of operations, cash flows and financial condition.
- Changes in the company's loan-mix may adversely affect its financial metrics and asset quality, which could adversely affect the company's business, financial condition, results of operations and cash flows.
- Secured Gross Loans comprised 80.0%, 77.6%, 79.0%, 75.5% and 76.9% of the company's Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company is exposed to potential losses in connection with recovery of the value of security or enforcement of collaterals.
- Retail Finance comprised 61.3%, 64.2%, 62.3%, 58.9% and 56.7% of Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Any adverse developments that reduce demand for loans amongst retail customers and/or increase loan default rates amongst retail customers will adversely affect its business, results of operations and prospects.
- Home Loans, Loans Against Property and Developer Finance together amounted to 34.7%, 32.2%, 33.8%, 37.4% and 37.3% of our Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. In relation to the company's Home Loans, Loans Against Property and Developer Finance, we have significant exposure to the real estate sector and any negative trends affecting this sector could adversely affect its business and result of operations.
- The company's fixed interest rate loans comprised 36.3%, 40.5%, 38.6%, 32.0% and 32.6% of its Total Gross Loans and the company's fixed interest rate borrowings comprised 55.0%, 48.0%, 54.0%, 53.0% and 51.0% of its Total Borrowings as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Any adverse changes in interest rates could impact the company's Average Cost of Borrowings Ratio and adversely impact its Net Interest Margin Ratio, demand for loans and profitability and cause a decrease in the company's Net Interest Income, any of which could adversely affect our business, results of operations, cash flows and financial condition.
- Certain issuances of non-convertible debentures by TMFL and some of the company's CRPS issuances have been down sold by successful applicants in the past, leading to the number of holders of such securities exceeding the prescribed limits under the applicable laws. Accordingly, the company may be subject to regulatory action, including penal action, which may adversely affect its business and reputation.
- The company Average Cost of Borrowings Ratio was 7.8%, 7.8%, 7.8%, 7.3% and 6.6% for the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. If the company is unable to secure funding on acceptable terms and at competitive rates when needed, including due to any downgrade in the company's credit ratings, it could have a material adverse effect on its business, results of operations, cash flows and financial condition.
- The company had Net Interest Income of Rs.28,662.1 million, Rs.24,540.0 million, Rs.106,901.3 million, Rs.67,982.4 million and Rs.53,102.6 million, Average Cost of Borrowings Ratio of 7.8%, 7.8%, 7.8%, 7.3% and 6.6% and Net Interest Margin Ratio of 5.1%, 5.2%, 5.2%, 5.0% and 5.1% in the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. A reduction in the company's interest income and/or an increase in the company's Average Cost of Borrowings Ratio, and in turn, finance cost, could result in a corresponding decrease in Net Interest Income and Net Interest Margin Ratio, which would adversely affect its profitability and results of operations.
- The company is affected by volatility in interest rates for both its lending and treasury operations, which could cause the company's earnings and associated key financial metrics to vary, which may adversely affect its business, financial condition, results of operations and cash flows.
- The company may faces asset-liability mismatches, which could adversely affect its liquidity and consequently affect our profitability, business, results of operations, cash flows and financial condition.
- The Company, Subsidiaries, Directors, Promoter, Key Managerial Personnel and members of the Senior Management are or may be involved in certain legal proceedings and any adverse outcomes in such proceedings may have a material adverse effect on its reputation, business, results of operations, cash flows and financial condition.
- Any downgrade in the company's credit ratings in future could increase the company's existing and future borrowing costs and adversely affect its access to capital and debt markets, which could in turn adversely affect its interest margins, our business, results of operations, cash flows and financial condition.
- The company relies on the strength of the "Tata" brand, which the company uses pursuant to licensing arrangements with its Promoter, Tata Sons Private Limited. Any improper use of the associated trademarks by the licensor or any other third parties, or any negative publicity affecting the brand, could materially and adversely affect its business, financial condition and results of operations.
- Failures to integrate the operations of, or leverage potential operating and cost efficiencies from, the amalgamation of TMFL with TCL, or other acquisitions and investments undertaken by the company, may prevent the company from achieving the expected benefits from such transactions.
- The company operates in a regulated industry and as such changing laws, rules and regulations as well as legal uncertainties in India may adversely affect its business, prospects, results of operations, cash flows and financial condition.
- Loans to small and medium enterprise businesses comprised 26.2%, 25.6%, 26.2%, 29.0% and 32.6% of Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company's loans to small and medium enterprise businesses depend on the performance of the small and medium enterprises sector in India, which may be affected by government policies and statutory and/or regulatory reforms relating to the small and medium enterprises sector.
- The company's contingent liabilities as per Ind AS 37 derived from our Restated Consolidated Financial Information were Rs.7,889.2 million, Rs.6,798.1 million, Rs.6,793.0 million, Rs.7,375.0 million and Rs.7,990.1 million, as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The company has certain contingent liabilities as per Ind AS 37 that have not been provided for in the company's financial statements, which if they materialise, may adversely affect its business, results of operations, cash flows and financial condition.
- The company required to maintain applicable capital adequacy ratios and failures to comply with the capital adequacy ratios prescribed by the Reserve Bank of India could adversely affect its business, results of operations, cash flows and financial condition.
- The company is subjects to prudential norms on expected credit loss, credit concentration and excessive interest charged by the Reserve Bank of India, and compliance therewith may adversely affect its business, profitability, liquidity and reputation.
- The company is subjects to the liquidity risk management rules promulgated by the RBI. There can be no assurance that the company will be able to maintain such liquidity ratios, which may expose the company to regulatory penalties, with a consequent effect on its business, financial condition and results of operations.
- The company's Auditors' examination report on the Restated Consolidated Financial Information includes observations related to the Special Purpose Consolidated Interim Financial Statements, the scheme of arrangement for amalgamation of TMFL with the Company and the scheme of amalgamation of TCFSL and TCCL with the Company. If such observations are included in future audit reports or examination reports, the trading price of the Equity Shares may be adversely affected.
- As an NBFC, the company is subjects to regulations and periodic inspections by regulatory authorities in India. The RBI and NHB have observed certain non-compliances in the past and any non-compliance with such regulations in the future could subject us to penalties, restrictions and cancellation of the relevant license.
- The company uses services of some third-party vendors for certain operations such as application processing (loan origination of financial products), document processing, data processing, back office related activities, cash collection and IT services. Any disruption, negligence, fraud, deficiency or inefficiency in the services provided by such third parties could adversely affect its business, reputation, results of operations, financial condition and cash flows.
- The company faces the threat of fraud and cyber-attacks targeted at disrupting its services and/ or stealing sensitive internal data or customer information. Such attacks may adversely impact the company's business, operations and financial results.
- The company is funding requirements and the proposed deployment of Net Proceeds are based on management estimates, and have not been independently appraised. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior Shareholders' approval.
- Any failures or significant weakness of its internal control systems could result in operational errors or incidents of fraud, which may adversely affect the company's profitability and reputation.
- Failures to identify, monitor and manage risks and effectively implement its risk management policies could expose the company to legal and regulatory liability or cause the company to take inappropriate risks in the company's operations, thereby adversely affecting its business, financial condition and results of operations.
- The company is exposed to fluctuations in the market values of its investment portfolio.
- The company is business depends substantially on the efforts of its Key Managerial Personnel, members of the Senior Management, and failures to attract or retain such persons could adversely affect its business, results of operations, cash flows and financial condition.
- The company may faces potential delays and additional expenses in enforcing the company's legal rights and may not be able to recover amounts owed by defaulting customers in a timely manner or at all.
- The company's system downtime and failures was 0.1%, 0.1%, 0.2%, 0.7% and 0.1% for the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. The company's information technology systems are critical to the operation of its business and any unforeseen internal or external disruptions, downtime and inadequacy may cause disruptions to the company's business.
- The company's total foreign currency borrowings as a percentage of Total Borrowings were 12.3%, 8.1%, 11.4%, 7.3% and 5.9% as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. The hedging arrangements that the company has entered into with respect to fluctuations in interest rates or currency exchange rates may be inadequate and are subject to default risk.
- The lending services industry in India is competitive and its inability to compete effectively could adversely affect the company's business, results of operations, cash flows and financial condition.
- The company has experienced growth in the company's Total Gross Loans from Rs.1,201,968.6 million as at March 31, 2023 to Rs.1,612,310.8 million as at March 31, 2024 and Rs.2,265,529.6 million as at March 31, 2025 and from Rs.1,987,867.2 million as at June 30, 2024 to Rs.2,333,985.5 million as at June 30, 2025. There is no assurance that the company will be able to sustain its business growth in the future.
- The company may not be able to successfully diversify its product portfolio, enter new lines of business or expand business in new markets, and maintain arrangements with the company's partners such as DSAs, OEMs and dealers, which may materially and adversely affect its business prospects and impact the company's future financial performance.
- The company relies on the parentage of its Promoter, which holds 88.6% of the paid-up capital of the Company as on the date of this Red Herring Prospectus. The company will continue to be controlled by its Promoter after the completion of the Offer, and the company's Promoter's interest may differ from those of other shareholders.
- The company relies on credit bureaus and information provided by its customers or employees in evaluating customer credit profiles and any inaccuracies or misleading information may affect the company's assessment of its customers' credit worthiness and the value of and title to collateral.
- The company has entered into and may continue to enter into related party transactions. Failures to ensure that such related party transactions are entered into on an `arm's length' basis could have an adverse effect on its business, financial condition or results of operations.
- The company had negative cash flows from operations of Rs.48,799.8 million, Rs.75,194.3 million, Rs.298,724.8 million, Rs.379,985.4 million and Rs.231,896.0 million in the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, and may continue to do so in the near term as the company expands the company's business, and enhance its product offerings. Failures to generate sufficient cash from operations could adversely affect the company's liquidity, ability to service The company's indebtedness and fund its operations.
- The company had borrowings of Rs.2,076,314.4 million as at July 31, 2025. The company's financing arrangements provide certain conditions and restrictions, and non-compliance could adversely affect its business, results of operations and financial condition.
- The company is exposed to portfolio attrition risks and may face declines or slowed growth of its Total Gross Loans if customers transfer their loans from the company to other banks or financial institutions.
- The company's non-convertible debentures, commercial papers and Notes are listed on the BSE, NSE, and India International Exchange Limited and the company is subject to strict regulatory requirements with respect to such listed non-convertible debentures. The company's inability to comply with or any delay in compliance with such laws and regulations may have an adverse effect on its business, results of operations, cash flows and financial condition.
- The company may be subject to unauthorised use of its intellectual property and may in the future become subject to patent, trademark and/or other intellectual property infringement claims.
- The company is subjects to counter-terrorism financing, anti-bribery and corruption and anti-money laundering laws, and failures to detect non-compliances or other illegal activities in a timely manner may expose the company to liabilities and adversely affect its business and reputation.
- The company has included data derived from the CRISIL Report titled "Analysis of NBFC Sector in India" which has been prepared by CRISIL, exclusively for the Offer and commissioned and paid for by us and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.
- The company is required to hold certain statutory and regulatory permits and approvals for the operation of its business, and failures to obtain, renew or maintain such permits and/or approvals may adversely affect the company's business, results of operations and prospects.
- Any delays in payment of employee related statutory dues by the Company may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on its financial position and cash flows.
- The company's insurance coverage of Rs.6,997.4 million as at June 30, 2025 may not be adequate to protect the company against all potential losses, which can adversely affect its business, financial condition and results of operations.
- The bankruptcy code in India may affect its right to recover loans from the company's customers.
- The company leases the majority of properties in which its branches are located. Any termination or failures by the company to renew the lease agreements in a favourable and timely manner, or at all, could adversely affect its business, cash flows, results of operations, and financial condition.
- The company's ESOP expenses were Rs.103.5 million, Rs.78.7 million, Rs.376.5 million, Rs.341.7 million and Rs.214.8 million for the three months period ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. The grant of options under its employee stock option plan may result in a charge to the company's profit and loss account and may adversely impact its net income.
- This Red Herring Prospectus includes certain non-GAAP and non-Ind AS financial measures and certain other selected statistical information related to its operations and financial performance that may vary from any standard methodology in the company's industry, and such measures are not verified.
- The company's ability to pay dividends in the future will depend on its earnings, financial condition, capital expenditures and restrictive covenants of the company's financing arrangements.
- Certain of the company's operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect its business and reputation.
- If the company were deemed to be an investment company under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), applicable restrictions could make it impractical for the company to continue its business as contemplated and could have a material adverse effect on the company's usiness, financial condition and results of operations.
- Due to the nature of its business, the company expects to be classified as a passive foreign investment company for U.S. federal income tax purposes. Assuming the company is so classified, U.S. investors in the Equity Shares would generally be subject to material adverse U.S. federal income tax consequences.
The Issue type of Tata Capital Ltd is Book Building.
The minimum application for shares of Tata Capital Ltd is 46.
The total shares issue of Tata Capital Ltd is 475824280.
Initial public offering of 475,824,280 equity shares of face value of Rs.10/- each ("Equity Shares") of Tata Capital Limited (the "Company" or the "Company") for cash at a price of Rs.326.0 per equity share (Including a Premium of Rs.316.0 Per Equity Share) ("Offer Price") aggregating to Rs.15511.87 Crores (the "Offer") comprising a fresh issue of 210,000,000 equity shares of face value of Rs.10/- each aggregating to Rs. 6846.00 Crores (the "Fresh Issue") and an offer for sale of 265,824,280 equity shares of face value of Rs.10/- each aggregating to Rs.8665.87 Crores (the "Offer for Sale"), consisting of 230,000,000 equity shares of face value of Rs.10/- each aggregating up to Rs.7498 Crores by Tata Sons Private Limited ("Promoter Selling Shareholder") and 35,824,280 equity shares of face value of Rs.10/- each aggregating to Rs.1167.87 Crores by international finance corporation ("Investor Selling Shareholder") (The Promoter Selling Shareholder Along With the Investor selling Shareholder, Collectively Referred to as the "Selling Shareholders" and Such Equity Shares, the "Offered Shares").
This offer included a reservation of 1,200,000 equity shares of face value of Rs.10/- each aggregating to Rs. 39.12% Crores for subscription by eligible employees (The "Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer will constitute 11.2% of the post-offer paid-up equity share capital of the company, respectively.
Price Band: Rs. 310/- to Rs. 326/- for equity share of face value of Rs. 10 each.
The floor price is 31.0 times times the face value and cap price is 32.60 times of the face value of the equity shares.
Bids can made for a minimum of 46 equity shares and in multiples of 46 equity shares thereafter.