Max Healthcare Institute Completes Acquisition of ~58.28% Controlling Stake in Kalinga Hospital Ltd for ~₹297.97 Crore

Max Healthcare Institute Limited has completed the acquisition of a controlling equity stake in Kalinga Hospital Ltd (KHL), marking a significant expansion of its hospital network into Odisha. The transaction was concluded on May 18, 2026, with the company receiving credit confirmation of equity shares of KHL at 5:18 PM IST on the same day.

Acquisition Details

The company acquired ~58.28% equity stake in KHL for an aggregate consideration of ~₹297.97 Crore. To finance the acquisition, Max Healthcare Institute also availed a Senior Secured Term Loan on May 18, 2026. The following table summarises the key parameters of the transaction:

Parameter: Details Acquisition Date: May 18, 2026 Stake Acquired: ~58.28% Aggregate Consideration: ~₹297.97 Crore Financing: Senior Secured Term Loan (up to ₹300 Crore via External Commercial Borrowings) Target Company: Kalinga Hospital Ltd (KHL) Hospital Name: Kalinga Hospital Hospital Capacity: 250 beds Location: Bhubaneswar, Odisha Hospital Type: Multi-Specialty Post-Acquisition Status: KHL becomes a subsidiary of Max Healthcare Institute Limited

Background and Board Approval

This development is in continuation of an earlier intimation dated April 8, 2026, wherein the Board of Directors of Max Healthcare Institute Limited had approved entering into a Share Purchase Agreement for the acquisition of a controlling stake (~58.39%) in KHL. The board had also approved securing a Senior Secured Term Loan of up to ₹300 Crore in the form of External Commercial Borrowings to finance the acquisition.

KHL operates the 250-bedded Kalinga Hospital, a multi-specialty facility located in Bhubaneswar, Odisha. With the completion of this transaction, KHL has formally become a subsidiary of Max Healthcare Institute Limited.

Regulatory Disclosure

The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was submitted to both the National Stock Exchange of India Limited and BSE Limited. The disclosure is also being hosted on the company's website at www.maxhealthcare.in . The filing was signed by Dhiraj Aroraa, SVP – Company Secretary and Compliance Officer, Max Healthcare Institute Limited.

Max Healthcare Institute Limited has successfully completed its postal ballot process, with shareholders approving the re-appointment of Mr. Narayan K. Seshadri as Non-Executive and Non-Independent Director. The resolution was deemed passed on May 11, 2026, being the last date of remote e-voting, as confirmed by the scrutinizer's report dated May 12, 2026. The postal ballot notice was originally issued on April 8, 2026, and the remote e-voting window remained open from April 12, 2026 to May 11, 2026. The minutes of the resolution were entered on May 13, 2026 and signed on May 14, 2026 at New Delhi by the Chairman, Mr. Abhay Soi.

Postal Ballot Process Overview

The postal ballot was conducted exclusively through remote e-voting via the designated platform of MUFG Intime India Private Limited. The cut-off date for determining eligible shareholders was April 8, 2026. As on the cut-off date, the total number of shareholders on record stood at 2,26,949. The fully paid-up share capital of the Company as on the cut-off date was Rs. 973,19,25,020/- divided into 97,31,92,502 equity shares of Rs. 10/- each.

The Company published an advertisement on April 12, 2026 regarding the service of the Postal Ballot Notice to members in the English language newspaper Financial Express (all India editions) and in the Marathi language newspaper Navshakti (Mumbai edition). The scrutinizer for the process was Devesh Kumar Vasisht, Managing Partner of M/s DPV & Associates LLP, Practicing Company Secretaries, appointed by the Board of Directors on April 8, 2026. The e-voting was unblocked on May 11, 2026 after 5.00 pm (IST) in the presence of two witnesses, Mr. Mukesh Sharma and Mr. Parveen Kumar, who are not in the employment of the Company.

Resolution: Re-appointment of Mr. Narayan K. Seshadri

The sole resolution put to vote sought the re-appointment of Mr. Narayan K. Seshadri (DIN: 00053563) as Non-Executive and Non-Independent Director through an Ordinary Resolution, for a period of 3 (three) years from May 16, 2026 to May 15, 2029 (both days inclusive), liable to retire by rotation. The resolution was passed with a requisite majority of ~91.07%. The promoter and promoter group cast 100.00% of their eligible votes in favour, while public institutional shareholders recorded a participation rate of 91.87%, with 87.79% of votes polled in favour. The following table presents the consolidated voting outcome:

Metric: Details Resolution Type: Ordinary Resolution Total Shares Eligible: 97,31,92,502 Total Votes Polled: 87,53,79,499 Votes in Favour: 79,71,85,401 Votes Against: 7,81,94,098 % Votes Polled on Outstanding Shares: 89.95% % Votes in Favour on Votes Polled: 91.07% % Votes Against on Votes Polled: 8.93%

Category-Wise Voting Breakdown

The voting participation and outcome varied across shareholder categories. The table below provides a detailed category-wise summary:

Category: Shares Held Votes Polled % Polled Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group: 23,07,77,699 23,07,77,699 100.00 23,07,77,699 0 100.00 0.00 Public – Institutions: 69,70,95,227 64,04,44,543 91.87 56,22,52,923 7,81,91,620 87.79 12.21 Public – Non-Institutions: 4,53,19,576 41,57,257 9.17 41,54,779 2,478 99.94 0.06 Total: 97,31,92,502 87,53,79,499 89.95 79,71,85,401 7,81,94,098 91.07 8.93

Member Participation Summary

A total of 1,568 members participated in the voting process. Of these, 1,257 members voted in assent and 330 members voted in dissent. It is noted that 19 shareholders voted partly in favour and partly against the resolution, and accordingly their count was considered in both categories. The net valid votes cast stood at 87,53,79,499, with no invalid votes recorded.

Particulars: No. of Members No. of Votes Paid-up Value of Shares Votes with Assent: 1,257 79,71,85,401 7,97,18,54,010 Votes with Dissent: 330 7,81,94,098 78,19,40,980 Total Valid Votes: 1,568* 87,53,79,499 8,75,37,94,990

*19 Shareholders voted partly in favour and partly against the resolution.

The voting results along with the scrutinizer's report have been filed with the stock exchanges and are hosted on the Company's website at www.maxhealthcare.in and on the e-voting service provider's platform at https://instavote.linkintime.co.in . The Company Secretary and Compliance Officer, Dhiraj Aroraa, confirmed the results on May 12, 2026 from Gurugram.

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