SEBI grants exemption for Muthoot Microfin acquisition, bypassing open offer

This order grants an exemption to six family trusts from the mandatory open offer requirements under SEBI's Takeover Regulations for the proposed indirect acquisition of 50.21% of Muthoot Microfin Limited.

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 (Acquirer Trusts); Muthoot Fincorp Limited (MFL); Thomas John Muthoot, Thomas George Muthoot, Thomas Muthoot, Preethi John Muthoot, Nina George Muthoot, Remmy Thomas (Individual Promoters).

• SEBI granted exemption from sub-regulation (1) of regulation 3 read with regulation 4 and regulation 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The acquisition involves the indirect acquisition of 8,55,95,744 equity shares (50.21%) of Muthoot Microfin Limited held by Muthoot Fincorp Limited (MFL).
• The acquisition is structured in two steps: first, individual promoters transfer shares to their spouses via gift; second, the spouses transfer shares to their respective irrevocable, discretionary private trusts.
• The trusts were settled under the Indian Trusts Act, 1882, with registered trust deeds dated October 24, 2025.
• The total issued and paid-up share capital of the Target Company is INR 1,70,49,21,760/-.

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