SEBI grants exemption for Muthoot Microfin acquisition without public offer

The exemption is for the proposed indirect acquisition of shares and voting rights in Muthoot Microfin Limited.

Who it concerns: Muthoot Microfin Limited (Target Company); Thomas John Muthoot (MF) Trust; Thomas George Muthoot (MF) Trust; Thomas Muthoot (MF) Trust; Preethi John Muthoot (MF) Trust; Nina George Muthoot (MF) Trust; Remmy Thomas (MF) Trust; Muthoot Fincorp Limited (intermediate holding company).

What SEBI found or ordered

• SEBI granted an exemption from Regulation 3 read with Regulations 4 and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The acquisition is indirect, involving shares held by Muthoot Fincorp Limited, which holds 50.21% of the Target Company.
• The six Acquirer Trusts are irrevocable, discretionary, and private trusts settled under the Indian Trusts Act, 1882.
• The application for exemption was dated July 14, 2026.
• The Target Company's equity shares are listed on BSE and NSE.

Also in the document

• The order is an exemption order, meaning SEBI allowed the transaction to proceed without a public open offer, which is typically required for substantial acquisitions.
• The acquisition involves a complex family structure where the six trusts are beneficiaries of the promoters of the Target Company.
• Muthoot Fincorp Limited holds a majority stake (50.21%) in the Target Company, making it the key intermediate entity in this indirect acquisition.