Muthoot Finance Ltd

Deal details

• Target: Asia Asset Finance PLC, listed Sri Lankan licensed finance company.
• Related party: AAF is a subsidiary of Muthoot Finance Limited; group director overlap.
• Form of consideration: cash.
• Share price and value: LKR 33.30 per share; total LKR 109,65,84,451.
• Shares acquired: 32,930,464.
• Allotment date: 8 Sep 2026.
• Regulatory approvals: Central Bank and Colombo Stock Exchange approvals obtained.
• Timeline: completion not specified.
• Strategic rationale: increase capital structure of the subsidiary.
• Current ownership: Muthoot Finance holds 72.92% of AAF.
• Industry: Licensed Finance Company; geography: Sri Lanka.

Financial profile

• Turnover FY2023/24 Rs 6,574 Mn; PAT Rs 344 Mn.
• Turnover FY2024/25 Rs 6,901 Mn; PAT Rs 441 Mn.
• Turnover FY2025/26 Rs 10,219 Mn; PAT Rs 1,038 Mn.
• Incorporation: 29 December 1968.
• Fitch rating: A+(lka) with stable outlook.

Director and KMP changes

• Re-appointed Independent Director Joseph Korah for second term; 31-08-2026; 3 years; profile: Impaqtive co-founder.
• Re-appointed WTD George Muthoot George from 15-12-2026 for 5 years; profile: Hospitality grad; relationship: brother of Alexander George.
• Re-appointed WTD George Alexander from 15-12-2026 for 5 years; profile: Mechanical Engr; MBA; son of George Alexander Muthoot.
• Re-appointed WTD George M Jacob from 15-12-2026 for 5 years; profile: LLM; governance/audit; son of George Jacob Muthoot.
• Appointed WTD Eapen Alexander from 01-10-2026 to 31-03-2031; profile: IT initiatives leader; son of George Alexander Muthoot.
• Appointed Managing Director Alexander George from 01-10-2026 to 31-03-2031; profile: long-time executive; MBA; expansion driver.
• Appointed Vice Chairman and WTD George Alexander Muthoot from 01-10-2026 to 31-03-2031; profile: Chartered Accountant; 40+ years.

AGM details

• Date and time: Aug 31, 2026, 3:30–4:51 pm IST; Mode: VC/OAVM; 80 attendees.

Resolutions

• Item 1: Adoption of audited financial statements (Ordinary).
• Item 2: Appointment of George Alexander Muthoot as Director, retire by rotation (Ordinary).
• Item 3: Appointment of George Jacob Muthoot as Director, retire by rotation (Ordinary).
• Item 4: Re-appointment of Joseph Korah as Independent Director for second term (Special).
• Item 5: Re-appointment of George Muthoot George as Whole Time Director (Special).
• Item 6: Re-appointment of George Alexander as Whole Time Director (Special).
• Item 7: Re-appointment of George Muthoot Jacob as Whole Time Director (Special).
• Item 8: Appointment of Eapen Alexander as Director, retire by rotation (Ordinary).
• Item 9: Appointment of Eapen Alexander as Whole Time Director (Special).
• Item 10: Appointment of Alexander George as Managing Director (Special).
• Item 11: Appointment of George Alexander Muthoot as Vice Chairman and Whole Time Director (Special).

Dividend proposal

• Dividend recommended: 300% (₹30 per equity share).

Strategic actions

• Merger of Muthoot Money into Muthoot Finance; appointed date Apr 01, 2027 (subject to approvals).
• Leadership transition: Alexander George as MD; current MD to Executive Vice Chairman; effective Oct 1, 2026.

Board approval

• Board approved amalgamation of MML into MFIN under Sections 230–232 of the Companies Act 2013.
• Scheme subject to NCLT Kochi bench sanction, RBI approvals, and other regulator consents.
• Scheme to be filed with BSE and NSE for disclosure purposes.
• Board meeting held on Aug 31, 2026; Annexure A details referenced.

Structure and terms

• Transferor MML is wholly owned by transferee MFIN; no share issue.
• Entire MML share capital will be cancelled; no consideration issued.
• Post-merger branch network expands by 1,006 MML branches; total about 6,006.
• No change in MFIN shareholding pattern; rights unchanged.
• MFIN is upper-layer NBFC; MML is middle-layer NBFC per RBI.

Size and regulatory details

• MFIN turnover as on 31.03.26: ₹27,599.87 Cr; total assets ₹1,79,944.55 Cr.
• MML turnover as on 31.03.26: ₹1,294.13 Cr; total assets ₹10,344.92 Cr.
• Both entities are RBI-registered NBFCs; MFIN upper-layer, MML middle-layer.

Muthoot Finance Limited trading window closed from August 24, 2026 to September 02, 2026

AGM & Annual Report Access

• AGM scheduled for Aug 31, 2026 at 3:30 PM IST via VC/OAVM.
• FY2025-26 Annual Report accessible online via web links and QR codes.
• e-voting cut-off date set at August 24, 2026.
• e-voting window from Aug 28, 2026 09:00 IST to Aug 30, 2026 17:00 IST.
• Shareholders and debenture holders urged to update KYC for timely communications.
• Register or update email address with DP to receive notices.
• Notice of AGM and Annual Report access available on the company website.
• Communication to debenture holders reiterates online annual report access.

AGM and book closure

• 29th AGM scheduled for 31 August 2026 at 3:30 PM IST via VC/OAVM.
• Register of Members and Transfer Books closed from 24 August to 31 August 2026 inclusive.
• Meeting will be conducted without physical attendance, per Companies Act 2013 and Listing Regulations.

Overview

• Standalone BRSR for FY2025-26; NBFC focused on gold loans and unsecured lending.
• Pan-India network with about 4,900 branches and 5,057 offices.
• 35% of turnover from Non-Banking Financial Services.
• Reporting boundary is standalone.
• Reasonable Assurance on BRSR Core indicators provided by Tibu & Niyas.

Key ESG Risks & Opportunities

• Customer relationships present a growth opportunity; stronger loyalty and brand value.
• Business ethics risk; zero-tolerance anti-bribery/anti-corruption framework.
• Corporate governance: board with majority independent directors enhances oversight.
• Talent attraction/retention via mentorship and upskilling initiatives.
• Access to finance enables inclusion of underserved communities via extensive network.
• Data protection/cybersecurity risk; layered controls align with RBI/CERT-In.
• Resource efficiency efforts include solar, wind, LED upgrades; cost savings expected.
• Disclosures/transparency support accountability and risk management.

Governance & Policy Highlights

• ESG Committee merged into CSR & Sustainability Committee in Jan 2026; renewed mandate.
• Policies include anti-bribery/anti-corruption, whistleblower, human rights, Code of Conduct.
• Board oversight strengthened by diverse, independent governance structure.
• Reasonable assurance on BRSR Core indicators by Tibu & Niyas.
• Penalties for late information submission: NSE ₹73,440; BSE ₹6,480; non-material impact.

Social Responsibility & Workforce

• Total employees: 31,613; 23,335 male (73.8%), 8,278 female (26.2%).
• Board female representation: 6.66%; KMP female: 0%.
• Permanent employee turnover: 25% total; 26% male, 24% female.
• Well-being spend: 0.10% of total revenue.
• Return-to-work after maternity leave: 87%; female retention: 15%.
• ESG training coverage: board 100%; KMP 100%; employees 92%.
• Grievance mechanisms: multi-channel, 3-tier escalation with policy link.

Environmental Performance

• Total energy: renewable 822.53 GJ; non-renewable electricity 177,189.11 GJ; total 182,714.85 GJ.
• Scope 1 emissions: 347.93 tCO2e; Scope 2 emissions: 34,945.63 tCO2e.
• Emissions intensity: 0.00000013 tCO2e per INR turnover.
• Water: third-party water 426,775.50 KL; total withdrawal 426,775.50 KL.
• Water discharge: 298,742.85 KL; 70% discharge proxy assumed for end-of-use.
• Waste: total 54.01 MT; e-waste 26.21 MT; non-hazardous 27.80 MT; no hazardous.
• Windmill 3.75 MW in Tamil Nadu; solar and LED upgrades; battery inverters.
• Zero Liquid Discharge not applicable; Green Credits: none.

Stakeholder Engagement & Complaints

• Key groups: employees, customers, investors, suppliers, regulators, local communities.
• Engagement channels: email, meetings, community events; frequency: as required.
• Complaints filed: Investors 5; Shareholders 7; Employees 427; Customers 6,354; pending listed.
• Grievance policy link provided; CSR and stakeholder engagement policy posted online.

Other Notable Metrics

• Sustainable sourcing: 26.13% inputs from MSMEs; 100% domestic sourcing for consumables.
• Affiliations: 4 trade/industry chambers; active in FI Chamber, AGC, CII, and state NBFC associations.
• CSR impact: over 700,000 beneficiaries; major programs in healthcare, education, livelihoods, and environment.
• Data privacy/cybersecurity policy available; no data breach incidents reported.
• Independent assurance for BRSR by Tibu & Niyas; ESG/assurance scope limited to ISI core indicators.

Reg. 34(1) Annual Report: expectations for disclosures and filing timelines