Firms advise Tata Capital IPO, largest in 2025

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From left: Rajiv Gupta, Varoon Chandra and Yash Ashar
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AZB & Partners, Cyril Amarchand Mangaldas (CAM), Sidley Austin and Latham & Watkins and Talwar Thakore & Associates (TT&A) have steered the Tata Capital initial public offering, the largest in India to date by a non-banking financial company (NBFC).

CAM advised Tata Capital and Tata Sons on the IPO, with an offer size of about INR155 billion (USD1.75 billion).

“We advised Tata Sons and Tata Capital. Overall, a smooth transaction,” said Yash J Ashar, the lead partner for CAM. “One had to factor in the completion of the merger of Tata Motors Finance with Tata Capital just before the IPO. Given Tata Capital already had listed debt, governance was already in line with listed companies.”

This is also the fourth-largest IPO in India overall, and the largest of 2025 to date.

Tata Capital, the flagship financial services company of the Tata group, is the third-largest diversified NBFC in India in terms of total gross loans.

The CAM transaction team comprised senior partner Ashar and partner Devaki Mankad, assisted by principal associate Jhalak Shah, senior associate Tanushri More, and associates Sakshi Sharma, Hitesh Nagpal, Neha Sharma, Archit Jain and Akshat Sharma. Managing partner Cyril Shroff provided strategic guidance.

They were supported by partners Bharath Reddy (employee stock ownership plan-related matters), Vasudha Goenka (debt securities), and Rutu Gandhi (securities compliance).

Latham acted as international counsel to Tata Capital. The team was led by partner Rajiv Gupta, with associates Sirada Chayabunjonglerd, Kay Howe Lee and Esha Goel.

“As a firm we’re purpose-built to handle blockbuster transactions such as Tata Capital’s IPO, with deep expertise in capital markets and other practice areas,” said Gupta. “We were very fortunate to have had the opportunity to advise on this landmark deal. This is the latest in a series of high-profile Indian IPOs on which we’ve advised recently, and the pipeline and deal flow looks good for Q4 and beyond.”

Tax advice was provided by partner Elena Romanova (New York), with associate Farrah Yan, while regulatory matters were handled by partner Laura Ferrell (Chicago), with associates Jennifer Tian and Tim Cummings.

AZB and Sidley assisted the book-running lead managers: Kotak Mahindra Capital, Axis Capital, BNP Paribas, Citigroup Global Markets India, HDFC Bank, HSBC Securities and Capital Markets (India), ICICI Securities, IIFL Capital Services (formerly IIFL Securities), JP Morgan India and SBI Capital Markets.

The AZB team was led by partners Varoon Chandra, Lionel D’Almeida and Sweta Ananthanarayanan.

TT&A advised International Finance Corporation, the investor selling shareholder, on its partial stake sale in the Tata Capital IPO. The offering comprised a fresh issue of 210 million shares and an offer for sale by existing shareholders. The TT&A team was led by partners Gautam Saha, Abhinav Kumar and Punita Gupta.

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