Manipal Health Enterprises Limited has disclosed the creation of an encumbrance over 116,633,996 equity shares, representing 8.86% of its total share capital and 8.75% on a fully diluted basis. The disclosure, filed under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reveals that Axis Trustee Services Limited holds a non-disposal undertaking over these shares as onshore security agent. This arrangement secures a term loan facility availed by Manipal Global Health Services and Cypress Holdings from various lenders, with Deutsche Bank AG, Singapore Branch acting as the offshore security agent.

The encumbrance does not involve a change in beneficial ownership or voting rights for the security agent. Axis Trustee Services Limited clarified that it holds no beneficial interest in the shares, which remain subject to a "hold" in its capacity as security agent. The disclosure was made on August 07, 2026, following the listing of the target company on August 05, 2026. While some encumbrances existed prior to the listing date, others were created subsequently under the facility agreement dated May 20, 2025.

Shareholding Details

The total issued and paid-up equity capital of Manipal Health Enterprises Limited stands at 1,315,377,202 shares of INR 2 each. The fully diluted share capital, including employee stock option plan pool options, is 1,332,067,702 shares. The following table outlines the specific breakdown of the encumbered shares:

Both borrowers provided the non-disposal undertakings pursuant to agreements dated June 30, 2025, as amended from time to time. These undertakings were created in favor of Axis Trustee Services Limited for the benefit of the lenders involved in the facility agreement.

Regulatory Compliance

Under Regulation 29(1) read with Regulation 29(4) of the Takeover Code, any encumbrance over shares is treated as an acquisition. Consequently, Axis Trustee Services Limited is required to make this disclosure despite not acquiring beneficial ownership or voting rights. The mode of acquisition is classified as the creation of encumbrance. The company’s total voting capital remains unchanged at 1,315,377,202 shares post-disclosure. This filing ensures transparency regarding the security interests held by lenders over a significant portion of the company’s equity stake.

Manipal Health Enterprises Limited has appointed Sathish K R as its Compliance Officer, effective November 25, 2025. The company filed the intimation with the Bombay Stock Exchange and National Stock Exchange on August 5, 2026, confirming that Sathish K R continues to hold the position in adherence to regulatory governance standards. This appointment ensures continuity in the firm’s compliance infrastructure, a critical function for maintaining investor trust and regulatory alignment in the healthcare sector.

The disclosure was submitted under Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the filing includes details mandated by SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026, dated January 30, 2026. These references highlight the company’s structured approach to statutory disclosures and its commitment to transparent corporate governance practices.

Sathish K R, who holds ICSI Membership No. A15203, serves concurrently as the Company Secretary and General Counsel of Manipal Health Enterprises Limited. He has been associated with the company since August 14, 2019, overseeing regulatory strategy, legal compliance, and corporate governance functions. His dual role facilitates integrated oversight of legal and compliance matters, ensuring consistent interpretation of evolving regulatory requirements.

With over 25 years of experience in legal, company secretarial, and compliance domains, Sathish K R brings extensive industry knowledge to his role. He holds a bachelor’s degree in law from Bengaluru University and a master’s degree in law with distinction in commercial and corporate law from Queen Mary and Westfield College, University of London. Prior to joining Manipal Health Enterprises Limited, he worked with prominent organizations including Bosch Limited, GE Bayer Silicones (India) Private Limited, Essilor Manufacturing India Private Limited, and Siemens VDO Automotive Limited.

Governance Continuity

The retention of Sathish K R as Compliance Officer reflects stability in the company’s governance structure. His long-standing association with the firm since 2019 provides institutional memory and consistent interpretation of evolving regulatory requirements. For investors, this continuity signals a mature compliance infrastructure capable of navigating complex regulatory landscapes without disruption. The explicit mention of his qualifications and prior experience in the filing further reinforces the credibility of the company’s internal controls.