New Delhi: Tata Capital Ltd on Monday informed stock exchanges that the Securities and Exchange Board of India (SEBI) has passed a settlement order in relation to enforcement proceedings involving erstwhile Tata Motors Finance Ltd (TMFL), which has since merged with Tata Capital.

The settlement follows a suo-motu application filed by TMFL under the SEBI (Settlement Proceedings) Regulations, 2018, to resolve alleged violations without admitting or denying the findings. TMFL amalgamated with Tata Capital effective May 8, 2025, pursuant to an NCLT-approved scheme, with April 1, 2024 as the appointed date.
According to the disclosure, SEBI found that in five instances of non-convertible debenture (NCD) issuances between 2019 and 2022, the securities were down-sold to more than 200 investors either before listing or within six months of allotment. Such transactions are deemed to constitute public issues, leading to violations of provisions under the Companies Act, 2013 and SEBI’s debt listing regulations.
Tata Capital said it has paid a settlement amount of ₹32 lakh, and that the order carries no material financial implications for the company. The matter had already been disclosed in the offer documents filed in connection with Tata Capital’s initial public offering of equity shares.
