In preparation for Muthoot Fincorp’s (MFL) planned initial public offering (IPO), the Securities and Exchange Board of India (SEBI) has allowed six Muthoot family trusts to reorganise internally as promoters without having to make an open offer for the planned indirect acquisition of shares in Muthoot Microfin.
Preethi John Muthoot (MF) Trust, Nina George (MF) Trust, Remmy Thomas (MF) Trust, Thomas George Muthoot (MF) Trust, and Thomas Muthoot (MF) Trust are all covered by the exemption. As part of the reorganisation, the trusts will gain ownership stakes through a series of transfers, such as the conversion of CCPS and transfers made by the spouses of the promoters.
After the deal closes, the six trusts will control 63.35% of Muthoot Fincorp, which in turn owns 50.21% of Muthoot Microfin. Ordinarily, the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 would have required an open bid in response to the acquisition.
Notably, in May of 2026, Sebi had approved an earlier restructuring plan with an exemption. But soon after, Muthoot Fincorp’s board gave the go-ahead for its planned initial public offering (IPO), which meant the deal had to be reworked to meet SEBI’s minimum promoter contribution (MPC) standards (Issue of Capital and Disclosure Requirements). Rules and policies. As part of the planned CCPS changeover, a new exemption application was also required.
In order to meet the MPC requirement for the IPO, Thomas John Muthoot, Thomas George Muthoot, and Thomas Muthoot will keep their 28.23% ownership in Muthoot Fincorp after the restructuring. Public shareholders would not be negatively impacted and Muthoot Microfin’s control and management will remain unchanged as a consequence of the reorganisation, according to SEBI, which is a component of an internal family succession plan. If the acquisition is completed within the specified period and a compliance report is submitted within 21 days of the transaction, the exemption will be effective for one year from the date of the order. Acquirers are still have to comply with all other relevant regulations, as the regulator made clear; the respite is just for open offer obligations.
