BSEInsider Trading / SAST1d ago · 14 Aug 2026, 05:43 pm

The Exchange has received Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on August 14, 2026 for Manipal Global Health ....

Manipal Health Enterprises Ltd · 544847

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Manipal Health Enterprises Ltd has disclosed under Regulation 31(1) and 31(2) of SEBI (SAST) Regulations, 2011, that certain promoters and promoter group entities have created pledges over shares of the company.

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Growth Catalyst1/10
Governance Concern6/10
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Balance Sheet Risk5/10
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Market Sentiment4/10

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Manipal Health Enterprises Ltd - 544847 - Disclosures under Reg. 31(1) and 31(2) of SEBI (SAST) Regulations, 2011.

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01506286_6354_43E6_8B21_ED5D02F35FC7_174303.pdf

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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]