Deutsche Bank AG, Singapore Branch, acting as agent and offshore security agent, disclosed the creation of an encumbrance over a significant portion of manipal health enterprises limited 's promoter-held equity shares. The disclosure, filed under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reveals that 286,443,818 shares are now encumbered, representing 21.78% of the issued and paid-up share capital and 21.50% on a fully diluted basis. This move secures a term loan facility for key promoter entities, impacting the liquidity and transferability of these stakes.

The encumbrance stems from a facility agreement dated May 20, 2025, entered into by Manipal Global Health Services ("Borrower 1") and Cypress Holdings ("Borrower 2"). Deutsche Bank AG, Singapore Branch, acts as both the Agent and the Offshore Security Agent for the lenders. Axis Trustee Services Limited, Gift City Branch, serves as the Onshore Security Agent. The charges were created to secure the term loan facility availed by the Borrowers.

The structure involves indirect charges over the target company's shares through parent entities. MEMG International Ltd ("MEMGI"), the parent of Borrower 1, created a charge on 100% of Borrower 1's share capital via a deed dated May 22, 2025. Similarly, Borrower 1 created a charge on 100% of Borrower 2's share capital via a deed dated July 2, 2025. Additionally, MEMGI created a charge on 100% of Manipal Research & Management Services International ("MRMSI")'s share capital on May 22, 2025. These actions result in indirect charges over the shares held by these entities in Manipal Health Enterprises Limited.

In addition to the fixed and floating charges, the Borrowers provided covenants in favor of the Agent and Offshore Security Agent regarding the equity shares held by them and MRMSI. These covenants constitute encumbrances covering 21.50% of the share capital on a fully diluted basis, including employee stock option plan pool options outstanding. The disclosure treats these encumbrances as an acquisition under Regulation 29(1) read with Regulation 29(4) of the Takeover Code.

What the Numbers Show

The encumbrance covers the entire shareholding of the three key promoter entities mentioned: Manipal Global Health Services, Cypress Holdings, and MRMSI. With 21.78% of the total voting power now pledged, any default on the term loan could lead to a change in control or significant dilution of promoter interests. The use of indirect charges through parent companies (MEMGI and Borrower 1) suggests a structured financing arrangement designed to secure debt while maintaining operational control at the subsidiary level until potential distress events occur. The total diluted holding remains unchanged at 1,332,067,702 shares, indicating no new issuance but rather a restriction on existing float.

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.