Tata Capital IPO: SEBI Approves Confidential Papers For $2 Billion Offer

Tata Capital Ltd.'s confidentially filed draft papers for a $2 billion offer have likely been approved by the country's market regulator, people aware of the matter told NDTV Profit on the condition of anonymity.

The non-banking financial company is now expected to refile updated offer documents publicly, as per regulations set by the Securities and Exchange Board of India.

The initial public offering is expected to comprise a fresh issue of 23 crore equity shares and an offer-for-sale by certain existing shareholders.

The financial services arm of the Tata Group had long been preparing for a public listing, with plans to file preliminary papers with the markets regulator after receiving the National Company Law Tribunal's nod for a merger with Tata Motors Finance. The final order on the Tata Motors Finance merger was expected by the end of the financial year 2025.

Economic Times was the first to report on the Tata NBFC getting SEBI's nod for its confidential DRHP.

The upper layer NBFC had gotten board approval for the listing, following which an extraordinary general meeting also passed the same with requisite majority.

The draft papers were filed confidentially in April 2025.

NDTV Profit had reported earlier this month that the IPO proposal had reached the SEBI chairperson for final approval, a step typically reserved for offerings of significant size.

Ahead of its planned listing, Tata Capital raised Rs 1,500 crore via a rights issue in late February. Tata Sons, which holds a 93% stake in the company, subscribed to its entire entitlement, while other small shareholders, including the International Finance Corp., also participated. The company said it planned to use the proceeds for further lending and improving its leverage ratios.

Once the listing goes through, Tata Capital will be the 17th Tata Group company to be publicly traded.

For fiscal 2025, the Tatas' financial services arm reported a profit of Rs 3,655 crore, an increase from Rs 3,327 crore in the previous fiscal, while its revenue surged to Rs 28,313 crore from Rs 18,175 crore.

NDTV Profit has reached out to the company and SEBI for comments on the story.

Tata Capital's confidential DRHP filing made it an entrant in a growing group of companies that have gone through the pre-filed confidential route. The DRHP is released only when the company decides to go live with its IPO. A confidential filing allows a company to protect what it believes to be sensitive data from its competitors.

This is an optional mechanism where companies file for their IPO without disclosing their draft red herring prospectus to the public. SEBI enabled this in December 2022, and Tata Play Ltd. was the first company to make use of it.

Last month, discount broker Groww and logistics firm Shiprocket also filed confidential DRHPs. Edtech unicorn PhysicsWallah also filed its DRHP confidentially, following the likes of EQT-backed Indira IVF, Swiggy Ltd., Credila Financial Services Ltd. and Vishal Mega Mart Ltd.

Usually, a confidential IPO filing process is more time-consuming compared to the traditional process and comes with higher advisory and legal fees. However, the filing of a pre-filed DRHP does not necessarily mean that the company will undertake the IPO.