Manipal Health Enterprises Limited

• Repayment/ prepayment, in full or in part, of certain outstanding borrowings and accrued interest thereon availed by one of our Material Subsidiaries, namely, Manipal Hospitals Private Limited₹5.38k Cr
• Acquisition of minority stake in our stepdown Subsidiary, Sahyadri Hospitals Private Limited₹574 Cr
• General corporate purposes

Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters which are at FIR stage even if no cognizance has been taken by any court); (ii) actions (including all disciplinary actions, penalties and show cause notices) by regulatory and statutory authorities; (iii) claims related to direct and indirect taxes (disclosed in consolidated manner); and (iv) other pending litigation (including civil litigation or arbitration proceedings) as determined to be material as per the materiality policy adopted by our Board in accordance with SEBI ICDR Regulations, in each case involving our Company, its Subsidiaries, our Promoters and Directors (together the “Relevant Parties” and such policy, “Materiality Policy”). Further, except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters which are at FIR stage even if no cognizance has been taken by any court); and (ii) actions (including all disciplinary actions, penalties and show cause notices) by regulatory or statutory authorities involving our Key Managerial Personnel and members of our Senior Management. There are no pending litigations involving our Group Companies which has a material impact on our Company. Further, except as disclosed in this section, there are no disciplinary actions including any penalty imposed and show cause notices issued by the SEBI or stock exchanges against our Promoters in the last five financial years preceding the date of this Draft Red Herring Prospectus including any outstanding action.

• A substantial number of hospitals are located in Karnataka, which contributed 43.96% of revenue from operations for the six months ended September 30, 2025. Any loss of business or disruption in the operations of these hospitals, geopolitical or policy changes in Karnataka, or unusual disease patterns or outbreaks could have a material adverse effect on the business, financial condition, results of operations, cash flows and prospects.(Geographic Concentration)

• The ramp-up of new or expanded facilities may entail longer than expected lead times before achieving targeted occupancy rates. Any failure to maintain or improve admissions or occupancy rates may result in reduced profit margins and have an adverse impact on the business, financial condition, results of operations, cash flows and prospects.(Operational Performance)

• We derive a significant portion of revenues from cardiac sciences, oncology, neurosciences, gastro sciences, orthopaedics, and renal sciences (CONGO-R). Any negative changes in the demand for these specialties could adversely impact the business, results of operations and financial condition.(Revenue Concentration)

• We primarily generate revenue by providing inpatient care. We are susceptible to risks of inconsistent or declining patient volumes and/or hospital occupancy levels. Patient volumes and occupancy rates are affected by factors within our control, such as attracting and retaining healthcare professionals, and factors beyond our control, such as febrile illness cycles, climate and weather conditions, patient demand and competition.(Operational Performance)

• We have presented pro forma financial information as of March 31, 2025 and for Fiscal 2025 and the six months period ended September 30, 2025. This information is based on the Acquisition Transactions undertaken as if the acquisitions had taken place. The pro forma financial information may not be indicative of our actual results of operations and financial position for such periods or as of such dates, or of expected results of operations in future periods or our future financial position.(Financial Reporting)

• Certain sections of the Draft Red Herring Prospectus disclose information from the CRISIL Report, which has been prepared exclusively for the Offer and commissioned and paid for by us. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks.(Information Reliability)

• We are incorporated under the laws of India and are subject to a legal and regulatory environment which may differ in certain respects from that of other countries.(Regulatory)

• Our actual results could differ materially from those anticipated in forward-looking statements because of certain factors, including but not limited to the considerations described in the risk factors section.(Forward-Looking Statements)

• Manipal Health Enterprises Limited – Prospectus03 Aug 2026
• Manipal Health Enterprises Limited- RHP24 Jul 2026