BSEInsider Trading / SAST1d ago · 14 Aug 2026, 05:44 pm
The Exchange has received the Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations, 2011 on August ....
Manipal Health Enterprises Ltd · 544847
✦ AI SummaryPledge
Manipal Health Enterprises Ltd has disclosed reasons for encumbrance by its promoters under SEBI (SAST) Regulations, 2011, including non-disposal undertakings and pledges over shares of the company and its promoter group entities.
Analysis Scores
Earnings Impact2/10
Growth Catalyst3/10
Governance Concern5/10
Regulatory Risk4/10
Balance Sheet Risk6/10
Liquidity Impact5/10
Market Sentiment4/10
✦ Ask a Question
Ask anything about this announcement — AI will answer based on the filing content.
Full Announcement
Manipal Health Enterprises Ltd - 544847 - Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations, 2011.
Attachments (1)
📄pdf
Download →
F318800E_DF0F_46E4_B31E_D7398EB991F8_174440.pdf
View document text
Date: 14 August 2026
BSE Limited,
25th Floor, P J Towers, Dalal Street, Mumbai -
400001
Security code: 544847
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G, Bandra Kurla
Complex, Bandra (E), Mumbai - 400 051
Security code: MANIPALHOS
The Company Secretary
Manipal Health Enterprises Limited
The Annexe, #98/2, Rustom Bagh, HAL
Airport Road, Bengaluru – 560017, Karnataka
Subject: Disclosure under Regulation 31(1) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover
Regulations”)
Dear Sirs and Madams,
Please note that in relation to the captioned matter, we are enclosing herewith the disclosure pursuant
to Regulation 31(1) of the Takeover Regulations read with relevant circulars in relation to Manipal
Health Enterprises Limited (a company that was listed on BSE Limited and National Stock Exchange
of India on 5 August 2026) (“Target Company”).
The disclosures pertain to:
(1) Non-disposal undertaking by Manipal Global Health Services (a promoter) over certain shares of
the Target Company;
(2) Non-disposal undertaking by Cypress Holdings (a promoter group entity) over certain shares of
the Target Company;
(3) Pledge by MEMG International Ltd (a promoter) over the shares of Manipal Global Health
Services (a promoter);
(4) Pledge by Manipal Global Health Services (a promoter) over the shares of Cypress Holdings (a
promoter group entity);
(5) Pledge by MEMG International Ltd (a promoter) over the shares of Manipal Research &
Management Services International (a promoter group entity);
(6) Pledge by Manipal Education and Medical Group India Private Limited (a promoter group entity)
over certain shares of the Target Company;
(7) Pledge by MEMG International India Private Limited (a promoter group entity) over certain
shares of the Target Company; and
(8) Certain covenants that are in the nature of encumbrance that have been agreed in certain financing
documents.
We request you to kindly take this on record.
Thanking you,
Yours faithfully
ANNEXURE - A
Format for disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares/ invocation of
encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) of Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011
Name of the Target Company (TC) Manipal Health Enterprises Limited
Names of the stock exchanges where the BSE Limited and National Stock Exchange of India Limited
shares of the target company are listed
Date of reporting 14 August 2026
Name of the promoter or PAC on whose The following, being promoters of the Target Company (collectively, the “Promoters”):
shares encumbrance has been (a) Manipal Global Health Services (“MGHS”);
created/released/invoked (b) MEMG International Ltd. (“MEMG International”); and
(c) Dr. Ranjan Ramdas Pai (“Ranjan Pai”).
The following, being entities in the promoter group of the Target Company (collectively, the “Promoter Group
Entity”):
(a) Cypress Holdings (“CHS”);
(b) Manipal Education and Medical Group India Private Limited (“MEMG India”);
(c) MEMG International India Private Limited (“MEMGIIPL”); and
(d) Manipal Research & Management Services International (“MRMSI”).
Details of the creation of encumbrance: 1. In relation to the MGHS and CHS Facility:
(a) MGHS (a Promoter) and CHS (a Promoter Group Entity) have entered into a facility agreement dated 20
May 2025 (as amended from time to time) (“MGHS and CHS Facility Agreement”) with inter alia certain
lenders1 (“MGHS and CHS Lenders”, which term shall include their successors in title, assigns and
transferees), Deutsche Bank AG, Singapore Branch as the agent (“Agent”), Deutsche Bank AG, Singapore
Branch as the offshore security agent (“Offshore Security Agent”), and Axis Trustee Services Limited, Gift
City Branch as the onshore security agent (“Onshore Security Agent”), in relation to the facility aggregating
upto USD 600,000,000 availed by MGHS and CHS from the MGHS and CHS Lenders (“MGHS and CHS
Facility”).
(b) Pursuant to the deed of fixed and floating charge dated 22 May 2025 (as amended from time to time) entered
1 As on date, such lenders being as detailed in Annex 1.
into between MEMG International (a Promoter), MGHS (a Promoter) and the Offshore Security Agent, a
charge has been created by MEMG International (a Promoter) on 100% of the share capital of MGHS (a
Promoter), in favor of the Offshore Security Agent (for the benefit of the MGHS and CHS Lenders) to secure
the MGHS and CHS Facility (i.e. an indirect charge over the shares of MGHS (a Promoter) held in the Target
Company (being 23,21,47,755 equity shares of the Target Company as on date)) (“MGHS Pledge”).
(c) Pursuant to the deed of fixed and floating charge dated 2 July 2025 (as amended from time to time) entered
into between MGHS (a Promoter), CHS (a Promoter Group Entity) and the Offshore Security Agent, a charge
has been created by MGHS (a Promoter) on 100% of the share capital of CHS (a Promoter Group Entity), in
favor of the Offshore Security Agent (for the benefit of the MGHS and CHS Lenders) to secure the MGHS
and CHS Facility (i.e. an indirect charge over the shares of CHS (a Promoter Group Entity) held in the Target
Company (being 4,91,72,520 equity shares of the Target Company as on date)) (“CHS Pledge”).
(d) Pursuant to the deed of fixed and floating charge dated 22 May 2025 (as amended from time to time) entered
into between MEMG International (a Promoter), MRMSI (a Promoter Group Entity) and the Offshore
Security Agent, a charge has been created by MEMG International (a Promoter) on 100% of the share capital
of MRMSI (a Promoter Group Entity), in favor of the Offshore Security Agent (for the benefit of the MGHS
and CHS Lenders) to secure the MGHS and CHS Facility (i.e. an indirect charge over the shares of MRMSI
(a Promoter Group Entity) held in the Target Company (being 51,23,543 equity shares of the Target Company
as on date)) (“MRMSI Pledge”).
(e) Pursuant to the non-disposal undertaking dated 30 June 2025 (as amended from time to time) entered into
between MGHS (a Promoter) and the Onshore Security Agent, a non-disposal undertaking has been provided
by MGHS (a Promoter) over 6,74,61,476 equity shares of the Target Company (which as on date constitutes
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), in favor of the Onshore Security Agent (for the benefit of the
MGHS and CHS Lenders) (“MGHS NDU”).
(f) Pursuant to the non-disposal undertaking dated 30 June 2025 (as amended from time to time) entered into
between CHS (a Promoter Group Entity) and the Onshore Security Agent, a non-disposal undertaking has
been provided by CHS (a Promoter Group Entity) over 4,91,72,520 equity shares of the Target Company
(which as on date constitutes 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), in favor of the Onshore
Security Agent (for the benefit of the MGHS and CHS Lenders) (“CHS NDU”).
(g) Under the MGHS and CHS Facility Agreement, MGHS (a Promoter) and CHS (a Promoter Group Entity)
have agreed to certain covenants that are in the nature of encumbrance in favour of the Agent, the Onshore
Security Agent and the Offshore Security Agent in relation to the equity share capital of the Target Company
held by MGHS (a Promoter), CHS (a Promoter Group Entity) and MRMSI (a Promoter Group Entity) (being
28,64,43,818 equity shares of the Target Company, which constitutes 21.50% 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 and CHS Covenants”).
2. In relation to the Claypond NCDs, the MEMG India NCDs and the MHPL NCDs:
(a) Claypond Capital Partners Private Li
[Showing first 8,000 characters — download PDF for full document]