Manipal Health Enterprises MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Sep 2026, 8 fund houses so far (houses' deadline to file 15 Oct 2026)

• To consider and adopt the standalone and consolidated financial statements for the Financial Year ended March 31, 2026, and the reports of the auditors and Board of Directors Thereon

  8 for0 against
• To appoint a Director in place of Dr. Hebri Sudarshan Ballal (DIN: 01195055), who retires by rotation and being eligible, offers himself for re-Appointment.

  ›Against Edelweiss Mutual Fund, PGIM India Mutual Fund

  • Edelweiss Mutual FundCompliant with law. No concern identified with regard to merit and profile of the proposed director. Transparency Concerns: No clarity on whether prior approval of shareholders was obtained for payment of professional fees to the director under office of profit provisions as per Section 188 of the Companies Act, 2013. Further, the Company has paid Dr. Ballal one-time discretionary professional fees, however, rationale/ justification for such payment has not been disclosed. He has also been granted employee stock options, however, the Company has not disclosed details of the said grant and there is no clarity on whether the same is as ‘NED’ or as ‘Consultant’.
  • PGIM India Mutual FundCompliant with law. No concern identified with regard to merit and profile of the proposed director. Transparency Concerns: No clarity on whether prior approval of shareholders was obtained for payment of professional fees to the director under office of profit provisions as per Section 188 of the Companies Act, 2013. Further, the Company has paid Dr. Ballal one-time discretionary professional fees, however, rationale/ justification for such payment has not been disclosed. He has also been granted employee stock options, however, the Company has not disclosed details of the said grant and there is no clarity on whether the same is as NED or as Consultant .

  6 for2 against
• To appoint a Director in place of Mr. Puneet Bhatia (DIN: 00143973), who retires by rotation and being eligible, offers himself for re-appointment.

  8 for0 against
• To appoint Price Waterhouse Chartered Accountants LLP (PWC), Chartered Accountants as the Statutory Auditors of the Company.

  8 for0 against
• To ratify the remuneration payable to cost auditors of the Company for the Financial Year 2026-27

  8 for0 against
• Appointment of M/s. BMP & Co. LLP, Practising Company Secretaries (Firm Registration No. L2017KR003200), as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 16th AGM until the conclusion of the 21st AGM.MoreLess

  ›Against Edelweiss Mutual Fund, PGIM India Mutual Fund

  • Edelweiss Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on the merits of the proposed Auditors. Transparency Concern: Audit fee of outgoing Auditors has not been disclosed; hence it cannot be ascertained if there exists any material change in the Audit fee proposed when compared to fee paid to outgoing auditors.

  6 for2 against
• Approval and ratification of the Manipal Health Enterprises Employee Stock Option Plan 2024 ("ESOP 2024 Plan") within the meaning of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.MoreLess

  ›Against DSP Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundThe options pool comprises 17,132,250 options, of which 16.8 mn options were outstanding as per the Red Herring Prospectus (RHP) dated 23 July 2026. Exercise of the options would result in an overall dilution of ~1.3% on the expanded capital base. The minimum vesting period is one year, with the maximum vesting period being five years. Vesting may be linked to the company’s performance, other performance parameters and individual performance parameters, as determined by the Nomination and Remuneration Committee (NRC) at its discretion and specified in the respective Letter of Grant. The exercise price shall be determined by the NRC in accordance with ESOP 2024 and specified in the respective Letter of Grant, subject to the exercise price being not less than the face value of the shares. As per the RHP, options granted prior to the IPO were issued at exercise prices ranging from Rs. 349.1 to Rs. 636.0 per option. However, the scheme does not provide clarity on how the exercise price will be determined or whether options could be granted at a significant discount to the prevailing market price. We do not favour ESOP schemes where the exercise price can be at a significant discount (greater than 20%) to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. Further, in case of significant discount, we expect the vesting of the stock options to be based on clearly defined performance metrics along with confirmation that the targets along with their achievement, will be disclosed by the company in the subsequent annual reports. Given the lack of clarity on the exercise price and absence of any performance-based vesting criteria, we do not support the scheme. Hence, we do not support the resolution
  • Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant with Schedule I, Part C of SEBI SBEB & SE Regulations, 2021: The NRC has been given the power to determine Exercise Period, Exercise Price and Lock-in period under the proposed ESOP 2024. Governance and Transparency Concern: The NRC discretion to determine material terms under ESOP 2024 does not align with intended purpose of law. Further, the proposed limit of maximum options per employee under proposed Plan indicates a potential for excessive benefits to a single employee.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the market price on the grant date. • The company has not disclosed the weightage, performance targets and thresholds for vesting, thus making it difficult to ascertain if the performance targets will be sufficiently stretching. • The proposal includes grant of stock options to employees of holding, associate and group companies, without a compelling rationale.
  • ICICI Prudential Mutual FundThe options pool comprises 17,132,250 options, of which 16.8 mn options were outstanding as per the Red Herring Prospectus (RHP) dated 23 July 2026. Exercise of the options would result in an overall dilution of ~1.3% on the expanded capital base. Given lack of clarity on exercise price and pricing formula, the AMC has voted against the resolution.

  2 for6 against
• Ratification of the extension of benefits under the "Manipal Health Enterprises Employee Stock Option Plan 2024" to the eligible employees of the subsidiaries and group companies of the Company.

  ›Against DSP Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Mahindra Manulife Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundThe company proposes to extend the ESOP 2024 Plan to eligible employees of its subsidiary and group companies. While we support extending the scheme to employees of unlisted subsidiary companies, we do not support extending the scheme to employees of group companies. Further, our recommendation is linked to our view on resolution #7. We do not support this resolution.
  • Edelweiss Mutual Fund, PGIM India Mutual FundProposed ESOP Plan 2024 is Non-Compliant with Schedule I, Part C of SEBI SBEB & SE Regulations, 2021: The NRC has been given the power to determine Exercise Period, Exercise Price and Lock-in period under the proposed ESOP 2024. Governance and Transparency Concern: The NRC discretion to determine material terms under ESOP Plan does not align with intended purpose of law. Further, the proposed limit of maximum options per employee under proposed Plan indicates a potential for excessive benefits to a single employee. The resolution seeks to extend benefits under ESOP Plan 2024 to the employees of Group companies, including Associate and Holding company(ies), without adequate justification for extension of such benefits and no affirmation on provision for reimbursement of cost to be incurred by the Company, if any.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the market price on the grant date. • The company has not disclosed the weightage, performance targets and thresholds for vesting, thus making it difficult to ascertain if the performance targets will be sufficiently stretching. • The proposal includes grant of stock options to employees of holding, associate and group companies, without a compelling rationale.
  • ICICI Prudential Mutual FundThe options pool comprises 17,132,250 options, of which 16.8 mn options were outstanding as per the Red Herring Prospectus (RHP) dated 23 July 2026. Exercise of the options would result in an overall dilution of ~1.3% on the expanded capital base. Given lack of clarity on exercise price and pricing formula, the AMC has voted against the resolution.
  • Mahindra Manulife Mutual FundThe company proposes to extend the ESOP 2024 Plan to eligible employees of its subsidiary and group companies. While we support extending the scheme to employees of unlisted subsidiary companies, we do not support extending the scheme to employees of group companies.

  1 for7 against
• Consideration and approval of the Upside Sharing Arrangement pursuant to the Upside Sharing Agreement dated March 16, 2026, entered into between Manipal Research & Management Services International and TPG SG Magazine Pte. Ltd.MoreLess

  ›Against Edelweiss Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Mahindra Manulife Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • Edelweiss Mutual Fund, PGIM India Mutual FundNon-Compliant with Regulation 26(6) of SEBI LODR Regulations 2015: Upside Sharing Arrangement entered between the Promoter group entity and TPG SG not placed before shareholders. Governance and Transparency Concern: Upside profit-sharing arrangements for the benefit of specific individuals, especially with the selected Promoters does not align with good governance practice as such arrangements may have potential governance implications owing to conflict-of-interest situations between short-term gains of the Promoters/ Investors vs long-term growth of the Company; hence governance concern identified in this regard. Further, the Company has not disclosed the benefit or formula for calculating the benefit to Promoters arising out of the said Upside Sharing Agreement; hence governance and transparency concern identified in this regard.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • Upside/ profit sharing agreements have an inherent conflict of interest, and it is expected that the promoters to act in long term interest of the company.
  • ICICI Prudential Mutual FundThe resolution seeks approval for an exit-linked upside sharing arrangement between Manipal Research & Management Services International (MRMSI), a promoter group entity, and TPG SG Magazine Pte. Ltd. (TPG), a shareholder of the company. Pursuant to the arrangement, TPG transferred 5.12 mn equity shares to MRMSI for an aggregate consideration of Rs. 299.5 mn. The arrangement is to be settled on the earlier of 18 months from the Listing Date or the date on which TPG sells more than 90% of its shares to non-affiliates. TPG is entitled to share the upside with MRMSI if it achieves specified return thresholds of 2.5x its aggregate investment and a 23% IRR. The arrangement is linked to TPG’s eventual exit from the company and may be settled in cash or shares. The AMC takes note that the arrangement is between MRMSI and TPG and does not impose any financial obligation on the company. The AMC notes that the rationale, beneficiaries and terms are not adequately disclosed and neither it is clear the arrangement is demonstrably aligned with the interests of the company and minority shareholders, hence the AMC has voted against the resolution.
  • Mahindra Manulife Mutual FundWe do not support exit return incentive plans between two sets of promoter/investor groups. While the upside-sharing agreement was disclosed by the company in the IPO prospectus, the commercial and monetary gains were not disclosed.
  • Sundaram Mutual FundThe resolution seeks approval for an exit-linked upside sharing arrangement between Manipal Research & Management Services International (MRMSI), a promoter group entity, and TPG SG Magazine Pte. Ltd. (TPG), a shareholder of the company. Pursuant to the arrangement, TPG transferred 5.12 mn equity shares to MRMSI for an aggregate consideration of Rs. 299.5 mn. The arrangement is to be settled on the earlier of 18 months from the Listing Date or the date on which TPG sells more than 90% of its shares to non-affiliates. TPG is entitled to share the upside with MRMSI if it achieves specified return thresholds of 2.5x its aggregate investment and a 23% IRR. The arrangement is linked to TPG’s eventual exit from the company and may be settled in cash or shares. We note that the arrangement is between MRMSI and TPG and does not impose any financial obligation on the company. However, IiAS generally does not support profit-sharing or compensation arrangements that align the interests of a promoter group entity with a specific set of shareholders, unless the rationale, beneficiaries and terms are adequately disclosed and the arrangement is demonstrably aligned with the interests of the company and minority shareholders. We believe that such arrangements will align promoter interests to a controlled set of shareholders and may promote short termism, dependent on the time of exit of the investor, instead of long-term profitability goals. Therefore, we do not support such exit-linked upside sharing arrangement. We do not support the resolution.

  2 for6 against
• Approval of amendments to the Articles of Association of the Company and grant of special rights of nomination/appointment and re-appointment of Directors and Executive Committee members to the Temasek Group and the MGHS Group.MoreLess

  ›Against DSP Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundThe company proposes to amend its Articles of Association (AoA) by adding definitions of the Executive Committee, Group Entity(ies), MGHS Group and Temasek Group under Article 4. It also proposes inserting a new Article 99.1 to grant board and committee nomination rights to the Temasek Group and MGHS Group, subject to a minimum shareholding of 6% on a fully diluted basis. While the board nomination rights are subject to a minimum shareholding threshold and fall away if the threshold is not met, the proposed rights also provide each group the right to nominate members to the Executive Committee and committees of the company and its Group Entities. While we generally support board nomination rights for promoters and strategic investors, we expect such rights to be subject to a minimum shareholding threshold of at least 10%, in line with our voting guidelines. We do not favour provisions that allow committee nomination rights, as we believe the composition of board committees is a prerogative of the board and should be determined independently. We do not support the resolution.
  • Edelweiss Mutual FundCompliant with law. No concern with board representation sought per-se. Governance and Transparency Concern: The Company has proposed to grant Nomination Rights to Temasek group and the MGHS group (Promoters) to nominate certain number of directors to the Board and Committees of the Company as well as the group entities, which presently includes 13 subsidiaries, as long as each of these promoter groups hold at 6% stake in the Company. However, no justification/ rationale has been given by the Company for grant of such rights which does not appear to be commensurate with their minimum economic stake in the Company. Further, right to nominate directors in the Statutory mandated committees does not align with the good governance practices as Committee positions should be determined considering the role of the Committee and the Directors’ expertise, and not on the basis of any Special Right.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted given he relatively low ownership threshold and the extension of these rights to key committees and group entities, the arrangement may provide these shareholders with disproportionate influence and control over the company, not in line with shareholding.
  • Mahindra Manulife Mutual FundThe company proposes to amend its Articles of Association (AoA) by adding definitions of the Executive Committee, Group Entity(ies), MGHS Group and Temasek Group under Article 4. It also proposes inserting a new Article 99.1 to grant board and committee nomination rights to the Temasek Group and MGHS Group, subject to a minimum shareholding of 6% on a fully diluted basis. While the board nomination rights are subject to a minimum shareholding threshold and fall away if the threshold is not met, the proposed rights also provide each group the right to nominate members to the Executive Committee and committees of the company and its Group Entities. While we generally support board nomination rights for promoters and strategic investors, we expect such rights to be subject to a minimum shareholding threshold of at 7.5%. We do not support the proposal.
  • PGIM India Mutual FundCompliant with law. No concern with board representation sought per-se. Governance and Transparency Concern: The Company has proposed to grant Nomination Rights to Temasek group and the MGHS group (Promoters) to nominate certain number of directors to the Board and Committees of the Company as well as the group entities, which presently includes 13 subsidiaries, as long as each of these promoter groups hold at 6% stake in the Company. However, no justification/ rationale has been given by the Company for grant of such rights which does not appear to be commensurate with their minimum economic stake in the Company. Further, right to nominate directors in the Statutory mandated committees does not align with the good governance practices as Committee positions should be determined considering the role of the Committee and the Directors expertise, and not on the basis of any Special Right.

  2 for6 against
• Approval for the fixation of term of Dr. Ranjan Ramdas Pai (DIN: 00863123) as Non- Executive Director of the Company for a period of 5 (five) consecutive years effective from March 04, 2026, to March 03, 2031, not liable to retire by rotation.MoreLess

  8 for0 against