The Securities and Exchange Board of India (SEBI) has granted an exemption to the promoter trusts of Muthoot Microfin Limited from the obligation to make an open offer under the Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. This regulatory approval enables the indirect acquisition of 50.21% of the equity share capital in the microfinance lender through a restructuring of its majority holding company, Muthoot Fincorp Limited (MFL). The transaction is designed to streamline succession planning within the promoter family while ensuring no change in effective control or prejudice to public shareholders.

The exemption, vide order number WTM/KCV/CFD/10/2026-27 dated August 3, 2026, was issued under Section 11(1) and Section 11(2)(h) of the SEBI Act, 1992, read with Regulation 11(5) of the SAST Regulations. It permits six private family trusts—collectively referred to as Acquirer Trusts—to acquire control over MFL’s 50.21% stake in Muthoot Microfin. The disclosure was filed on August 4, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026.

Restructuring Mechanism

The proposed acquisition involves a two-phase transfer of shares within MFL, which holds 8,55,95,744 equity shares representing 50.21% of Muthoot Microfin’s paid-up capital. The restructuring aims to settle shares held by individual promoters into private family trusts formed by each promoter.

Phase I involves the initial transfer of shares held by individual promoters in MFL to their respective spouses, followed by the settlement of these shares into the respective trusts. Post-Phase I, the Acquirer Trusts would acquire 66.76% of the equity shareholding in MFL.

Phase II follows the conversion of 56,000,000 compulsorily convertible cumulative preference shares (CCCPS) of MFL, held by Mr. Thomas John Muthoot, Mr. Thomas George Muthoot, and Mr. Thomas Muthoot, into equity shares. Upon conversion, certain equity shares will be transferred to spouses and subsequently settled into the Preethi John Muthoot (MF) Trust, Nina George (MF) Trust, and Remmy Thomas (MF) Trust. Upon completion of both phases, the Acquirer Trusts will collectively hold 63.25% of the equity share capital of MFL.

Shareholding Impact

The transaction does not result in any change to the total shareholding of the individual promoters or MFL in Muthoot Microfin. The overall promoter and promoter group shareholding remains static at 55.47%, comprising 9,45,65,832 shares. Public shareholding stands at 42.93% (7,32,00,845 shares), and non-promoter non-public holdings remain at 1.60% (27,25,499 shares).

Regulatory Compliance and Conditions

SEBI noted that while one condition of the Master Circular—regarding transferors being disclosed as promoters for at least three years prior to transfer—was not strictly met due to the recent equity listing in December 2023, the requirement was fulfilled in substance. The promoters had been disclosed as such in information memoranda for debt issuances since 2016 and in annual reports filed with stock exchanges as a debt-listed company for more than three years.

The exemption is valid for one year from August 3, 2026. The Acquirer Trusts must complete the implementation within this period; otherwise, the exemption lapses. Key conditions include:

• Compliance with the Companies Act, 2013, and other applicable laws.
• Filing a report with SEBI within 21 days of acquisition completion.
• Ensuring covenants in the Trust Deeds are not contrary to SEBI conditions.
• Annual confirmation of compliance with the exemption order, disclosed as a note to the shareholding pattern under Regulation 31 of LODR.
• Annual certification of compliance status by an independent auditor, furnished to stock exchanges and SEBI.

The Takeover Panel recommended the exemption after deliberating that the Acquirer Trusts act as a mirror image of ownership, with trustees and beneficiaries limited to individual promoters, immediate relatives, or lineal descendants. The beneficial interest cannot be transferred, assigned, or encumbered, and any change in trustees or beneficiaries must be disclosed to exchanges within two days.

Muthoot Microfin Limited will host an investors and analysts conference call on August 7, 2026, at 09:30 AM IST to discuss its financial results for the quarter ended June 30, 2026. The event aims to provide stakeholders with management's perspective on the company's operational and financial performance during the first quarter of FY27. This disclosure is made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The conference call is being organized by JM Financial Institutional Securities Limited. The session is open to all investors and the general public, with a group meeting format scheduled for Friday morning. Participants can join via universal dial-in numbers or toll-free international lines provided for regions including the USA, UK, Singapore, and Hong Kong. A Diamond Pass link is also available for express joining.

Key Participants

The following senior executives from Muthoot Microfin Limited will attend the conference call to address investor queries:

Conference Call Details

Investors are advised to dial in ten minutes prior to the scheduled start time to ensure connectivity. The call details are summarized below:

For further information, investors may contact Arun Nalkara or Aryan Singhal from JM Financial, or Rajat Gupta from Muthoot Microfin Limited. The company's registered office is located in Mumbai, while its administrative office is in Kochi.