Tata Capital Limited has announced that the Securities and Exchange Board of India (SEBI) has passed a Settlement Order concerning erstwhile Tata Motors Finance Limited (TMFL), which has now merged with Tata Capital Limited. TMFL had filed a suo-motu settlement application under the SEBI (Settlement Proceedings) Regulations, 2018. The settlement pertains to violations of the Companies Act, 2013, and SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Specifically, in five instances of Non-Convertible Debentures (NCDs) issuance on a private placement basis, it was found that these NCDs were down-sold to more than 200 investors prior to the listing date (for two issuances of listed NCDs) and within six months from the allotment date (for three issuances of unlisted NCDs). This deemed the issuance a public issue, violating applicable provisions. The NCDs in question were issued by erstwhile TMFL in 2019, 2020, and 2022. Tata Capital Limited has paid a settlement amount of ₹32,00,000. The company states that there is no material financial implication arising from this Settlement Order, and the settlement amount has already been paid. The merger of TMFL with Tata Capital Limited was effective from May 8, 2025, with an appointed date of April 1, 2024.