BSEInsider Trading / SAST6d ago · 10 Aug 2026, 10:43 am
The Exchange has received the disclosure under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for Axis Trustee Services Ltd
Manipal Health Enterprises Ltd · 544847
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Axis Trustee Services Limited has disclosed a non-disposal undertaking over 116,633,996 shares of Manipal Health Enterprises Limited, constituting 8.86% of the company's share capital, in favor of the lenders for the benefit of the onshore security agent.
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Manipal Health Enterprises Ltd - 544847 - Disclosures under Reg. 29(1) of SEBI (SAST) Regulations, 2011
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ATSL/CO/2026-27/3083/CL08153
August 07, 2026
Floor 25, P J Towers, Dalal Street, Mumbai -400 001.
BSE Scrip Code: 544847
Exchange Plaza,C-1, Block G,Bandra Kurla Complex, Bandra (E), Mumbai -400 051.
NSE Scrip Symbol: MANIPALHOS
Sub: Disclosure under Regulation 29(1) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011
in relation to Manipal Health Enterprises Limited.
Dear ,
We write in our capacity as Onshore Security Agent(as defined below)in respect ofthenon-disposal
undertaking created in our favour by the Borrowers (as defined below)in respect of the NDU Shares
(as defined below).
Enclosed is a disclosure by Axis Trustee Services Limited Onshore
Security Agent under Regulation 29 (1) of the Securities and Exchange Board of India
Takeover Code
A facility agreement dated May 20 , 2025 (as amended from time to time) Facility Agreement
has been entered into amongst, inter alia, Borrower 1 and
Borrower 2
as the Borrowers (including their assigns, transferees, successors and
novates from time to time) Lenders , Deutsche Bank AG, Singapore Branch (acting in the
Offshore Security Agent and Axis Trustee Services Limited as
Onshore Security Agent for the purpose of availing a term loan
facility (the Facility the Borrowers.
In connection with the Facility:
(a) a non-disposal undertaking has been provided by Borrower 1 over 67,461,476equity shares of
the Target Company (which as on date is constituting 5.06% of the share capital of the Target
Company on a fully diluted basis including the employee stock option plan pool options
outstanding as on date) MGHS NDU Shares in favour of the Onshore Security Agent for the
benefit of the Lenders, pursuant to a non-disposal undertaking dated June 30, 2025, as
amended from time to time.
(b) a non-disposal undertaking has been provided by Borrower 2 over 49,172,520equity shares of
the Target Company (which as on date is constituting 3.69% of the share capital of the Target
Company on a fully diluted basis including the employee stock option plan pool options
outstanding as on date) CHS NDU Shares
NDU Shares in favour of the Onshore Security
Agent for the benefit of the Lenders, pursuant to a non-disposal undertaking dated June 30,
2025, as amended from time to time; and
(c) certain covenants that are in the nature of encumbrance have been provided by the Borrowers
in relation to the NDU Shares.
This disclosure is being made by the Onshore Security Agent in respect of suchencumbrances by
way of non-disposal undertaking over the NDU Shares, created by the Borrowers, in favour of Axis
Trustee Services Limited (acting in capacity of the onshore security agent) for the benefit of the
Lenders.
We also wish to clarify that as at the date of this disclosure, we do not hold any beneficial interest in
the NDUShares and the NDUShares have been in our favour in our capacity as
onshore security agent. We request you to take the same on record and acknowledge the same.
Yours faithfully,
For Axis Trustee Services Limited
Authorized Signatory
Name: Anil Maru
Disclosure under Regulation 29(1) of SEBl (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Part-A-Details of the Acquisition
Name of the Target Company (TC) Manipal Health Enterprises Limited
Name(s) of the acquirer and Persons Axis Trustee Services Limited (acting in capacity of the
Acting in Concert (PAC) with the onshore security agent)
acquirer
Whether the acquirer belongs to No
Promoter/Promoter group
Name(s) of the Stock Exchange(s) BSE Limited and National Stock Exchange of India
where the shares of TC are Listed Limited
% w.r.t. total % w .r.t.
share/voting total diluted
capital share/voting
Details of the acquisition as follows Number
wherever capital of
applicable the TC
(*) (**)
Before the acquisition under
consideration, holding of acquirer
along with PACs of:
(a) NIL NIL NIL
(b) NIL NIL NIL
(c) NIL NIL NIL
(d) NIL NIL NIL
(e) NIL NIL NIL
Details of acquisition NIL NIL NIL
(b) NIL NIL NIL
(c) NIL NIL NIL
(d) 116,633,996 8.86% 8.75%
(e) 116,633,996 8.86% 8.75%
After the acquisition, holding of NIL NIL NIL
acquirer along with PACs of:
(b) NIL NIL NIL
(c) NIL NIL NIL
(d) 116,633,996 8.86% 8.75%
(e) 116,633,996 8.86% 8.75%
Mode of acquisition (e.g. open Creation of encumbrance. Please see Note 1below.
market/public issue/rights
issue/preferential allotment/inter se
transfer/encumbrance, etc.)
Salient features of the securities Not applicable
acquired including time till
redemption, ratio at which it can be
converted into equity shares, etc.
Date of acquisition of/ date of receipt August 5, 20261
of intimation of allotment of shares /
VR/ warrants/convertible securities/
15 August 2026 is the date of listing of the Target Company and certain encumbrances were existing prior to such date, other
encumbrances were created after such date.For details regarding the creation of encumbrances, please refer to Note 1.
any other instrument that entitles the
acquirer to receive shares in the TC.
Equity share capital / total voting
1,315,377,202 issued and paid-up equity shares of INR
capital of the TC before the said 2 each as per the shareholding pattern published on the
acquisition website of the BSE Limited and National Stock
Exchange of lndia Limited on 5 August 2026.
Equity share capital/ total voting 1,315,377,202 issued and paid-up equity shares of INR
capital of the TC after the said 2 each as per the shareholding pattern published on the
website of the BSE Limited and National Stock Exchange
acquisition
of lndia Limited on 5 August 2026
Total diluted share/voting capital of 1,332,067,702 issued and paid-up equity shares of INR
the TC after the said acquisition 2 each as per the shareholding pattern published on the
website of the BSE Limited and National Stock Exchange
of lndia Limited on 5 August 2026.
Note1:
1. Manipal Global Health Services Borrower 1 and Borrower 2
Borrowers
entered into afacility agreement dated May 20, 2025(as amended from time to time), pursuant
Facility
( Lenders .
2. In connection with the Facility:
(a) a non-disposal undertaking has been provided by Borrower 1 over 67,461,476equity shares
of the Target Company (which as on date is
constituting 5.06% of the share capital of the Target Company on a fully diluted basis
includingthe employee stock option plan pool options outstanding as on date) MGHS NDU
Shares in favour of the Onshore Security Agent for the benefit of the Lenders with effect
from August 5, 2026, pursuant to a non-disposal undertaking dated June 30, 2025, as
amended from time to time;
(b) a non-disposal undertaking has been provided by Borrower 2 over 49,172,520equity shares
of the Target Company (which as on date is constituting 3.69% of the share capital of the
Target Company on a fully diluted basis including the employee stock option plan pool
options outstanding as on date) CHS NDU Shares
are hereinafter NDU Shares in favour of the Onshore
Security Agent for the benefit of the Lenderswith effect from August 5, 2026, pursuant to a
non-disposal undertaking dated June 30, 2025, as amended from time to time; and
(c) certain covenants that are in the nature of encumbrance have been provided by the
Borrowers in relation to the NDU Shares.