Muthoot Microfin Limited disclosed, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that it received an intimation on May 9, 2026, regarding a SEBI exemption order granted to members of the Muthoot promoter group. The exemption, vide SEBI order number WTM/KCV/CFD/01/2026-27 dated May 5, 2026, was issued by Whole Time Member Kamlesh Chandra Varshney and grants relief from the obligation to make an open offer in connection with the proposed indirect acquisition of shares and voting rights in Muthoot Microfin Limited.

Background and Structure of the Transaction

Muthoot Fincorp Limited (MFL), a promoter entity, directly holds a controlling interest of 8,55,95,744 equity shares in Muthoot Microfin Limited, representing a 50.21% stake in the target company. As part of succession planning, the promoter group proposed settling MFL shares into six private family trusts through a two-phase transaction. The issued and paid-up share capital of the target company is INR 1,70,49,21,760/- divided into 17,04,92,176 equity shares of INR 10/- each.

The shareholding pattern of Muthoot Microfin Limited, as on the date of the application, was as follows:

The shareholding pattern of Muthoot Fincorp Limited, which holds 50.21% of the shares in the target company, as on the date of the application, was as follows:

Two-Phase Transaction Structure

The proposed restructuring involves two sequential steps. In Phase I, Mr. Thomas John Muthoot, Mr. Thomas George Muthoot, and Mr. Thomas Muthoot transfer shares held by them in MFL to their respective spouses by way of gift:

• Mrs. Preethi John Muthoot proposes to acquire 3,85,42,700 shares (19.88% of MFL equity) from Mr. Thomas John Muthoot, increasing her stake to 26.54% from 6.66%
• Mrs. Nina George proposes to acquire 3,85,42,659 shares (19.87% of MFL equity) from Mr. Thomas George Muthoot, increasing her stake to 26.53% from 6.66%
• Mrs. Remmy Thomas proposes to acquire 3,85,42,691 shares (19.88% of MFL equity) from Mr. Thomas Muthoot, increasing her stake to 26.54% from 6.66%

The MFL shareholding pattern following Phase I would be as under:

In Phase II, all six promoter group members transfer their respective MFL shareholdings into six irrevocable, discretionary, and private family trusts settled under the Indian Trusts Act, 1882 vide registered trust deeds dated October 24, 2025. Upon completion of Phase II, the six MF Trusts will collectively hold 99.56% of MFL's shareholding, thereby indirectly exercising control over the 50.21% stake in Muthoot Microfin Limited.

The MFL shareholding pattern following Phase II would be as under:

Details of the Six Acquirer Trusts

The six trusts named as acquirers in the SEBI order, along with their respective settlors and post-Phase II shareholding in MFL, are:

In each trust, the trustees are the three brothers — Mr. Thomas John Muthoot, Mr. Thomas George Muthoot, and Mr. Thomas Muthoot — and the beneficiaries are the respective settlors' spouses, children, and their lineal descendants. All six trusts are irrevocable, discretionary, and private trusts settled under the Indian Trusts Act, 1882 vide registered trust deeds dated October 24, 2025.

SEBI's Consideration and Takeover Panel Recommendation

The application for exemption, dated November 27, 2025, was filed by the Acquirer Trusts with SEBI. Since one condition of the SEBI Master Circular — requiring transferors to be disclosed as promoters in the shareholding pattern filed with stock exchanges for at least 3 years prior to transfer — was not strictly fulfilled (as equity of the target company was listed only since December 26, 2023), the matter was referred to the Takeover Panel.

The Takeover Panel, in its meeting held on March 23, 2026, observed that the promoters had been disclosed as promoters in information memoranda pertaining to debt issuances on the stock exchange platform since 2016, and also in Annual Reports filed as a debt-listed company for more than 3 years. The Panel concluded that the condition was fulfilled in substance and recommended granting the exemption.

SEBI Order and Conditions

SEBI, vide order WTM/KCV/CFD/01/2026-27 dated May 5, 2026, granted exemption to the six Acquirer Trusts from the requirements of sub-regulation (1) of Regulation 3, Regulation 4, and Regulation 5 of the SAST Regulations, 2011. The key conditions attached to the exemption include:

• The proposed acquisition must comply with the Companies Act, 2013 and other applicable laws
• The Proposed Acquirers must file a report with SEBI within 21 days of completion of the acquisition
• Compliance with Chapter 8 of SEBI Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023 must be maintained
• The exemption is valid for a period of one (1) year from the date of the order; the proposed acquisition must be completed within this period, failing which the exemption shall lapse
• The exemption does not extend to disclosure requirements, SEBI (Prohibition of Insider Trading) Regulations, 2015, or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Muthoot Microfin Limited confirmed that there is no change in the total shareholding of the promoter and promoter group in the target company as a result of the aforesaid transactions, and no change in the total equity share capital of the company. The disclosure was filed under Regulation 30 of the SEBI LODR and signed by Neethu Ajay, Chief Compliance Officer and Company Secretary, on May 11, 2026.

Muthoot Microfin Ltd filed a disclosure with BSE Limited and the National Stock Exchange of India Limited on May 07, 2026, pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing, signed by Chief Compliance Officer and Company Secretary Neethu Ajay, submitted the company's Capital Markets Day 2026 presentation for the record of both exchanges. Subsequently, on May 08, 2026, the company filed an additional intimation confirming that the audio recording of the Capital Markets Day 2026 investor meet has been uploaded on the company's official website and is accessible at https://muthootmicrofin.com/wp-content/uploads/Capital-Markets-Day-2026-Audio.mp3 .

India's Macroeconomic Outlook

The presentation outlined key macroeconomic parameters for India across FY25, FY26, and FY27 (projected). India's real GDP growth is noted at 6.50% for FY25, with FY26 estimated at 7.40% (with downside risk) and FY27 projected at 6.70%. Growth is expected to be driven by healthy consumption and a mild revival in private investment, supported by lower interest rates, improved disposable income from income tax cuts, and reduced prices of mass consumption items following GST rate cuts. The following table summarises the key macro parameters as presented:

P – Projected | * With downside risk | ^ Revised estimate | ^^ Budget estimate

Source: RBI, NSO, Crisil Intelligence (Publicly available information)

CPI inflation is projected to rise to 5.00% in FY27 from 2.50% in FY26, attributed to a low base effect on food inflation, though softer global commodity prices are expected to keep inflation within the RBI's target range of 2–6%. The fiscal deficit is targeted to decline from 4.80% of GDP in FY25 to 4.30% in FY27, with the government aiming to reduce revenue spending as a percentage of GDP while maintaining capital expenditure. The exchange rate is projected to move from Rs/$ 86.60 in FY25 to Rs/$ 89.00 in FY27, with a manageable current account deficit expected to limit further rupee pressure.

Global GDP Growth Context

The presentation also provided a comparative view of GDP growth rates across major economies. India's growth trajectory stands out relative to peers, as highlighted below:

Five Pillars of IT Resilience and Security

The Capital Markets Day presentation also detailed Muthoot Microfin's operational technology framework, structured around five core pillars for IT resilience and security:

• IT Governance & Security: Board-driven governance and risk oversight, ISO 27001:2022 aligned framework, and clear accountability across IT and security domains.
• Fintech-Ready Environment: Infrastructure aligned to RBI and UIDAI guidelines, AUA/KUA licensed ecosystem, and systems built for high-volume, regulated financial operations.
• In-House IT Capability: A team of 100+ dedicated IT professionals, strong internal ownership of critical systems, and reduced dependency on external vendors.
• Continuous Compliance & Assurance: Internal and external audits, regulatory compliance monitoring, and BCP/DR drills and simulation readiness.
• Threat Management & Monitoring: SIEM-driven security operations, real-time threat visibility and dashboards, structured vulnerability and patch management, and continuous threat exposure monitoring.

The company's infrastructure is described as a scalable multi-cloud ecosystem with high-availability architecture, built-in redundancy, AI/ML workload readiness, cost-optimized on-demand scalability, and robust disaster recovery mechanisms. On the software and digital platforms front, the framework encompasses secure SDLC practices, an ITSM framework, agile development with CI/CD pipelines, an API-first integration ecosystem, mobile-first innovations for field operations, and AI-driven automation and analytics use cases.