NSEGeneral Updates4 Aug 2026 · 4 Aug 2026, 04:47 pm
General Updates
Muthoot Microfin Limited · MUTHOOTMF
✦ AI SummaryPromoter Reclassif.
Muthoot Microfin Limited has received an exemption from SEBI for the proposed acquisition and settlement of shares of Muthoot Fincorp Limited, a promoter of the company, without making an open offer to public shareholders.
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Full Announcement
Muthoot Microfin Limited has informed the Exchange about SEBI Exemption Order.
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muthootmicrofin_04082026164448_IntimationunderReg30tobesubmittedbyMMLtotheSESD.pdf
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August 04, 2026
To, To,
BSE Limited, National Stock Exchange of India,
Phiroze Jeejeebhoy, Exchange Plaza, C-1, Block G,
Towers, Dalal Street, Bandra Kurla Complex, Bandra (E),
Mumbai – 400001. Mumbai – 400 051.
(Scrip code: 544055) (Symbol: MUTHOOTMF)
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI LODR)
This is to inform that the Company has received an intimation on August 4, 2026, (“Intimation”) from
Mrs. Preethi John Muthoot, Mrs. Nina George, Mrs. Remmy Thomas (“Individual Acquirers”) and
Thomas John Muthoot (MF) Trust, Thomas George Muthoot (MF) Trust, Thomas Muthoot (MF) Trust,
Preethi John Muthoot (MF) Trust, Nina George (MF) Trust and Remmy Thomas (MF) Trust
(collectively referred to as “Acquirer Trust” and together with the Individual Acquirers, the
“Acquirers”) granting exemption vide SEBI order number WTM/KCV/CFD/10/2026-27 dated August
3, 2026 (“Order”) from the obligation to make an open offer in connection with the proposed
acquisition and subsequent settlement of the shares of Muthoot Fincorp Limited (MFL), one of the
promoters of the Company.
A copy of the said Intimation and Order is enclosed for your reference.
Kindly note that there is no change in the total shareholding of the Mr. Thomas John Muthoot, Mr.
Thomas George Muthoot, Mr. Thomas Muthoot, Mrs. Preethi John Muthoot, Mrs. Nina George, Mrs.
Remmy Thomas (collectively referred to as “Individual Promoter”) and MFL in the Company after
the aforesaid transactions.
This disclosure is being filed under Regulation 30 of the SEBI LODR read with SEBI Master Circular
No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30,2026 and the requisite details are
enclosed as Annexure–A.
The same shall also be made available on the website of the Company at https://muthootmicrofin.com.
Request you to take the same on record.
Yours Sincerely,
For Muthoot Microfin Limited,
Neethu Ajay
Chief Compliance Officer and Company Secretary
Encl: a/a
Muthoot - Classification: Public
Annexure A
Sl. No. Particulars Details
1 Details and reasons for Muthoot Fincorp Limited (“MFL”) a promoter of Muthoot
restructuring Microfin Limited (referred to as Target Company) directly holds
8,55,95,744 equity shares representing 50.21% in the paid-up
equity share capital of the Target Company.
As a part of succession planning, the Individual Promoters are
desirous of settling the shares held by them in MFL into private
family trusts formed by each of the Promoters. The restructuring
is proposed to be implemented in the following two phases:
Phase I Transfer - (a) initial transfer of certain number of shares
held by the Individual Promoters in MFL in favour of their
respective spouses and (b) thereafter, each member of the
Promoter shall settle their shares in MFL into the Trusts formed
in their respective name.
Post Phase I transfer the Acquirer Trusts would be acquiring
66.76% of equity shareholding in MFL.
Phase II Transfer – Upon 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 (a) certain
equity shares arising from the conversion of CCCPS shall be
transferred by the Promoters to their respective spouses and (b)
thereafter, Ms. Preethi John Muthoot, Ms. Nina George and Ms.
Remmy Thomas will settle such equity shares to Preethi John
(MF) Trust, Nina George (MF) Trust and Remmy Thomas (MF)
Trust, respectively.
Upon completion of Phase I and Phase II transfers, the Acquirer
Trusts will collectively hold 63.25% of the equity share capital of
MFL.
The aforesaid proposed transactions are pursuant to an internal
reorganization within the family of the Individual Promoters.
Settlement to Acquirer Trusts is intended to streamline
succession and welfare of the members of the Muthoot Family.
The proposed transactions are non-commercial and therefore
they shall not affect or prejudice the interests of the public
shareholders of the Target Company in any manner.
SEBI vide its order no. WTM/KCV/CFD/10/2026-27 dated
August 3, 2026 have granted exemption to acquirers from the
open offer obligations under Regulations 3 and 4 read with
Regulation 5 of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 with regards to the proposed
indirect acquisition of control over the Target Company. Copy of
the Order is enclosed as Annexure B.
Pursuant to the settlement of MFL shares by the settlors to their
respective trust, the Acquirer Trusts will indirectly exercise
Muthoot - Classification: Public
control over MFL’s 50.21% shareholding in the Target Company.
The Acquirer Trusts are already members of the promoter group
of MML.
2 Quantitative and/ or Each member of the promoter and promoter group will settle such
qualitative effect of number of equity shares in MFL, as may be determined, to the
restructuring Trusts formed in their respective names. Upon settlement,
Acquirer Trust will hold majority shareholding in MFL. Pursuant
to the aforesaid transactions, Acquirer Trusts will be able to
indirectly exercise control over shares constituting 50.21% in the
share capital of the Target Company. However, there will be no
change in control or management of the Target Company
pursuant to the proposed transactions, as stipulated under Chapter
8 of the SEBI Master Circular No. SEBI/HO/CFD/PoD-
1/P/CIR/2023/31 dated February 16, 2023.
There is no change in the total equity share capital of the Target
Company because of the aforesaid proposed transactions.
3 Details of benefit, if The proposed transactions are pursuant to an internal
any, to the promoter/ reorganization within the family of the promoter. Settlement to
promoter group/ group Acquirer Trusts is intended to streamline succession and welfare
companies from such of the members of Muthoot Family.
proposed restructuring
4 Brief details of change The transactions would not result in any change in overall
in shareholding pattern promoter and promoter group shareholding in the Target
(if any) of all entities Company. Post the transactions, the promoter and promoter
group of the Target Company will continue to hold the same
number of shares as they were holding prior to the proposed
transactions. There is no change in the public shareholding in the
Target Company.
Acquirer Trusts will indirectly exercise control over 50.21%
shareholding in the Target Company.
Muthoot - Classification: Public
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