Tata Capital Ltd IPO

The IPO opens on 06 Oct 2025 & closes on 08 Oct 2025.

Tata Capital Limited is a wholly owned subsidiary of Tata Sons Limited. Through Tata Capital, Tata Group has made its entry into financial services. The company has been 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. The Company was incorporated on March 8, 1991 and actively commenced business operations since September 2007. The Company is headquartered in Fort, Mumbai, and operates from 2 regional offices and 32 branches in 22 Indian cities and 3 subsidiary companies in Singapore. The company is in the process of obtaining approvals for setting up a subsidiary in London. The company's diversified portfolio includes Consumer Finance and Advisory Services - Diverse mix of Retail offerings in the areas of Consumer loan products and investment advisory services. These include Home loans, Auto loans, and Personal loans, Education Loans, Loans against Property, Investment products and Advisory Services. The company engaged in other business related to services relating travel, forex and infrastructure through its wholly owned subsidiary 'TC Travel and Services Limited' 'TCTSL'. TCTSL provide services such as airline tickets, railway tickets, hotel bookings, car-hire services, holiday tours and packages, visa and passport related services, foreign exchange and travel insurance, and other travel related ancillary services to corporate as well as individual customers. In September 1, 2007, the company started infrastructure financing business by acquiring the construction equipment (CEQ) financing business from Tata Motors Limited and Tata Motors Finance Limited The company's investment banking business provides a broad range of services, including equity capital markets transaction execution, underwriting, mergers and acquisitions advisory, structured finance advisory, private equity advisory, and infrastructure advisory. The company through its wholly owned subsidiary company, Tata Securities Limited 'TSL' conducts stock broking, depository participant and distribution of mutual fund units and third party financial products. TSL emerged as one of the significant distribution houses in the mutual fund industry with mobilization of around Rs. 90,00,000 lakhs, through its presence in about 50 locations. In May 8, 2007, the name of the Company was changed from 'Primal Investments & Finance Limited' to 'Tata Capital Limited'. The company entered into the retail asset financing business in a phased manner with an initial focus on auto and personal loans. In December 2007, the company commenced auto finance business. In February 2008, it launched personal loan business. In March 31, 2008, Tata Capital Markets Limited (TCML), a wholly owned subsidiary of the company granted a Category I Merchant Banking license by SEBI to carry out merchant banking business. In June 2008, the Company acquired 4,02,56,111 equity shares representing 24% stake in Tata Autocomp Systems Limited (TACO) for a consideration of Rs 16,102 lakhs. TACO Limited is engaged in manufacture of auto parts for the automobile industry.

Tata Capital Ltd IPO will close on 08 Oct 2025.

<ul><li>Flagship financial services company of the Tata Group, with a legacy of over 150 years.</li><li>Third largest diversified NBFC in India, with the most comprehensive lending product suite.</li><li>Omni-channel distribution model, comprising our pan-India branch network, partnerships and digital platforms.</li><li>Prudent risk culture and credit underwriting and collections capabilities, resulting in stable asset quality.</li><li>Digital and analytics at the core of our business, driving high quality experience and business outcomes.</li><li>Highest credit rating with a diverse liability profile.</li><li>Consistent track record of strong financial performance highlighted by attractive asset quality.</li><li>Experienced management backed by a team of dedicated professionals.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Tata Sons Private Limited</td> <td>3575064262</td> <td>88.6</td> <td>3345064262</td> <td>78.8</td> </tr> <tr> <td>2</td> <td>TMF Holdings Limited</td> <td>186224770</td> <td>4.6</td> <td>186224770</td> <td>4.39</td> </tr> <tr> <td>3</td> <td>Tata Investment Corporation Li</td> <td>82936767</td> <td>2.1</td> <td>82936767</td> <td>1.95</td> </tr> <tr> <td>4</td> <td>Tata Motors Limited</td> <td>4326651</td> <td>0.1</td> <td>4326651</td> <td>0.1</td> </tr> <tr> <td>5</td> <td>Tata Chemicals Limited</td> <td>3230859</td> <td>0.1</td> <td>3230859</td> <td>0.08</td> </tr> <tr> <td>6</td> <td>The Tata Power Company Limited</td> <td>2333070</td> <td>0.1</td> <td>2333070</td> <td>0.05</td> </tr> <tr> <td>7</td> <td>Tata International Limited</td> <td>824470</td> <td>---</td> <td>824470</td> <td>---</td> </tr> <tr> <td>8</td> <td>Tata Consumer Products Limited</td> <td>613598</td> <td>---</td> <td>613598</td> <td>---</td> </tr> </tbody> </table>

<ul><li>Our Gross Stage 3 Loans comprised 2.1%, 1.7%, 1.9%, 1.5% and 1.7% of our 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 our customers may adversely affect our business, results of operations, cash flows and financial condition.</li><li>Our 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. Our inability to provide adequate provisioning coverage for non-performing assets may adversely affect our business, results of operations, cash flows and financial condition.</li><li>Unsecured Gross Loans comprised 20.0%, 22.4%, 21.0%, 24.5% and 23.1% of our Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. Failure to recover such receivables in a timely manner or at all may adversely affect our business, results of operations, cash flows and financial condition.</li><li>Changes in our loan-mix may adversely affect our financial metrics and asset quality, which could adversely affect our business, financial condition, results of operations and cash flows.</li><li>Secured Gross Loans comprised 80.0%, 77.6%, 79.0%, 75.5% and 76.9% of our Total Gross Loans as at June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, respectively. We are exposed to potential losses in connection with recovery of the value of security or enforcement of collaterals.</li><li>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 our business, results of operations and prospects.</li><li>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 our 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 our business and result of operations.</li><li>Our fixed interest rate loans comprised 36.3%, 40.5%, 38.6%, 32.0% and 32.6% of our Total Gross Loans and our fixed interest rate borrowings comprised 55.0%, 48.0%, 54.0%, 53.0% and 51.0% of our 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 our Average Cost of Borrowings Ratio and adversely impact our Net Interest Margin Ratio, demand for loans and profitability and cause a decrease in our Net Interest Income, any of which could adversely affect our business, results of operations, cash flows and financial condition.</li><li>Certain issuances of non-convertible debentures by TMFL and some of our 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, we may be subject to regulatory action, including penal action, which may adversely affect our business and reputation.</li><li>Our 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 we are unable to secure funding on acceptable terms and at competitive rates when needed, including due to any downgrade in our credit ratings, it could have a material adverse effect on our business, results of operations, cash flows and financial condition.</li><li>We 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 our interest income and/or an increase in our 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 our profitability and results of operations.</li><li>We are affected by volatility in interest rates for both our lending and treasury operations, which could cause our earnings and associated key financial metrics to vary, which may adversely affect our business, financial condition, results of operations and cash flows.</li><li>We may face asset-liability mismatches, which could adversely affect our liquidity and consequently affect our profitability, business, results of operations, cash flows and financial condition.</li><li>Our 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 our reputation, business, results of operations, cash flows and financial condition.</li><li>Any downgrade in our credit ratings in future could increase our existing and future borrowing costs and adversely affect our access to capital and debt markets, which could in turn adversely affect our interest margins, our business, results of operations, cash flows and financial condition.</li><li>We rely on the strength of the "Tata" brand, which we use pursuant to licensing arrangements with our 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 our business, financial condition and results of operations.</li><li>Failure 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 us, may prevent us from achieving the expected benefits from such transactions.</li><li>We operate in a regulated industry and as such changing laws, rules and regulations as well as legal uncertainties in India may adversely affect our business, prospects, results of operations, cash flows and financial condition.</li><li>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. Our 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.</li><li>Our 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. We have certain contingent liabilities as per Ind AS 37 that have not been provided for in our financial statements, which if they materialise, may adversely affect our business, results of operations, cash flows and financial condition.</li><li>We are required to maintain applicable capital adequacy ratios and failure to comply with the capital adequacy ratios prescribed by the Reserve Bank of India could adversely affect our business, results of operations, cash flows and financial condition.</li><li>We are subject 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 our business, profitability, liquidity and reputation.</li><li>We are subject to the liquidity risk management rules promulgated by the RBI. There can be no assurance that we will be able to maintain such liquidity ratios, which may expose us to regulatory penalties, with a consequent effect on our business, financial condition and results of operations.</li><li>Our 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 our Company and the scheme of amalgamation of TCFSL and TCCL with our Company. If such observations are included in future audit reports or examination reports, the trading price of the Equity Shares may be adversely affected.</li><li>As an NBFC, we are subject 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.</li><li>We use 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 our business, reputation, results of operations, financial condition and cash flows.</li><li>We face the threat of fraud and cyber-attacks targeted at disrupting our services and/ or stealing sensitive internal data or customer information. Such attacks may adversely impact our business, operations and financial results.</li><li>Our 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.</li><li>Any failure or significant weakness of our internal control systems could result in operational errors or incidents of fraud, which may adversely affect our profitability and reputation.</li><li>Failure to identify, monitor and manage risks and effectively implement our risk management policies could expose us to legal and regulatory liability or cause us to take inappropriate risks in our operations, thereby adversely affecting our business, financial condition and results of operations.</li><li>We are exposed to fluctuations in the market values of our investment portfolio.</li><li>Our business depends substantially on the efforts of our Key Managerial Personnel, members of the Senior Management, and failure to attract or retain such persons could adversely affect our business, results of operations, cash flows and financial condition.</li><li>We may face potential delays and additional expenses in enforcing our legal rights and may not be able to recover amounts owed by defaulting customers in a timely manner or at all.</li><li>Our system downtime and failure 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. Our information technology systems are critical to the operation of our business and any unforeseen internal or external disruptions, downtime and inadequacy may cause disruptions to our business.</li><li>Our 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 we have entered into with respect to fluctuations in interest rates or currency exchange rates may be inadequate and are subject to default risk.</li><li>The lending services industry in India is competitive and our inability to compete effectively could adversely affect our business, results of operations, cash flows and financial condition.</li><li>We have experienced growth in our 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 we will be able to sustain our business growth in the future.</li><li>We may not be able to successfully diversify our product portfolio, enter new lines of business or expand business in new markets, and maintain arrangements with our partners such as DSAs, OEMs and dealers, which may materially and adversely affect our business prospects and impact our future financial performance.</li><li>We rely on the parentage of our Promoter, which holds 88.6% of the paid-up capital of our Company as on the date of this Red Herring Prospectus. We will continue to be controlled by our Promoter after the completion of the Offer, and our Promoter's interest may differ from those of other shareholders.</li><li>We rely on credit bureaus and information provided by our customers or employees in evaluating customer credit profiles and any inaccuracies or misleading information may affect our assessment of our customers' credit worthiness and the value of and title to collateral.</li><li>We have entered into and may continue to enter into related party transactions. Failure to ensure that such related party transactions are entered into on an `arm's length' basis could have an adverse effect on our business, financial condition or results of operations.</li><li>We 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 we expand our business, and enhance our product offerings. Failure to generate sufficient cash from operations could adversely affect our liquidity, ability to service our indebtedness and fund our operations.</li><li>We had borrowings of Rs.2,076,314.4 million as at July 31, 2025. Our financing arrangements provide certain conditions and restrictions, and non-compliance could adversely affect our business, results of operations and financial condition.</li><li>We are exposed to portfolio attrition risks and may face declines or slowed growth of our Total Gross Loans if customers transfer their loans from us to other banks or financial institutions.</li><li>Our non-convertible debentures, commercial papers and Notes are listed on the BSE, NSE, and India International Exchange Limited and we are subject to strict regulatory requirements with respect to such listed non-convertible debentures. Our inability to comply with or any delay in compliance with such laws and regulations may have an adverse effect on our business, results of operations, cash flows and financial condition.</li><li>We may be subject to unauthorised use of our intellectual property and may in the future become subject to patent, trademark and/or other intellectual property infringement claims.</li><li>We are subject to counter-terrorism financing, anti-bribery and corruption and anti-money laundering laws, and failure to detect non-compliances or other illegal activities in a timely manner may expose us to liabilities and adversely affect our business and reputation.</li><li>We have 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.</li><li>We are required to hold certain statutory and regulatory permits and approvals for the operation of our business, and failure to obtain, renew or maintain such permits and/or approvals may adversely affect our business, results of operations and prospects.</li><li>Any delays in payment of employee related statutory dues by our Company may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on our financial position and cash flows.</li><li>Our insurance coverage of Rs.6,997.4 million as at June 30, 2025 may not be adequate to protect us against all potential losses, which can adversely affect our business, financial condition and results of operations.</li><li>The bankruptcy code in India may affect our right to recover loans from our customers.</li><li>We lease the majority of properties in which our branches are located. Any termination or failure by us to renew the lease agreements in a favourable and timely manner, or at all, could adversely affect our business, cash flows, results of operations, and financial condition.</li><li>Our 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 our employee stock option plan may result in a charge to our profit and loss account and may adversely impact our net income.</li><li>This Red Herring Prospectus includes certain non-GAAP and non-Ind AS financial measures and certain other selected statistical information related to our operations and financial performance that may vary from any standard methodology in our industry, and such measures are not verified.</li><li>Our ability to pay dividends in the future will depend on our earnings, financial condition, capital expenditures and restrictive covenants of our financing arrangements.</li><li>Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.</li><li>If we 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 us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.</li><li>Due to the nature of our business, we expect to be classified as a passive foreign investment company for U.S. federal income tax purposes. Assuming we are so classified, U.S. investors in the Equity Shares would generally be subject to material adverse U.S. federal income tax consequences.</li></ul>

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 up to 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.[*] per equity share (including a Premium of Rs.[*] per equity share) ("Offer Price") aggregating up to Rs.[*] crores (the "Offer") comprising a fresh issue of up to 210,000,000 equity shares of face value of Rs.10/- each aggregating up to Rs. [*] crores (the "Fresh Issue") and an offer for sale of up to 265,824,280 equity shares of face value of Rs.10/- each aggregating up to Rs.[*] crores (the "Offer for Sale"), consisting of up to 230,000,000 equity shares of face value of Rs.10/- each aggregating up to Rs.[*] crores by Tata Sons Private Limited ("Promoter Selling Shareholder") and up to 35,824,280 equity shares of face value of Rs.10/- each aggregating up to Rs.[*] 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 includes a reservation of up to [*] equity shares of face value of Rs.10/- each (constituting up to [*]% of the post-offer paid-up equity share capital of the company) aggregating up to Rs.[*] crores for subscription by eligible employees (as defined hereinafter) (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 [*]% and [*]% 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 31.00 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.