The supermarket giant said its subsidiary - Tesco Stores - has reached a Deferred Prosecution Agreement with the SFO following a two-year investigation into false accounting at the firm.
The move means Britain’s biggest supermarket will escape prosecution as long as it “fulfils certain requirements”, including paying a hefty penalty.
The announcement came as the financial watchdog found that Tesco had committed market abuse when it inflated profits by £263 million - later revised up to £326 million - in a trading update on August 29 2014.
In an unprecedented move, the Financial Conduct Authority said it had forced the supermarket to compensate investors who had bought shares and bonds on - or after - August 29 and had held the securities when the statement was later corrected on September 22 2014.
Tesco chief executive Dave Lewis said: “Over the last two-and-a-half years, we have fully co-operated with this investigation into historic accounting practices, while at the same time fundamentally transforming our business.
“We sincerely regret the issues which occurred in 2014 and we are committed to doing everything we can to continue to restore trust in our business and brand.”