Resolution Details

1. Approval of Performance Linked Restricted Stock Unit Scheme 2026
  • Scheme Name: Max Healthcare Institute Limited - Performance Linked Restricted Stock Unit Scheme 2026 (MHIL PRSU Scheme 2026)
  • Total PRSUs: Up to 73,50,000 (Seventy Three Lakh Fifty Thousand) PRSUs
  • Equity Shares: Each PRSU exercisable into one equity share of face value ₹10 each
  • Dilution: Represents ~0.76% of paid-up equity share capital as on August 13, 2026 (97,32,76,486 shares)
  • Exercise Price: Face value of ₹10 per share
  • Eligible Employees: Employees of Company and its subsidiaries (excluding promoters, promoter group, independent directors, and directors holding >10% shares)
  • Vesting Period: Minimum 3 years from grant date, up to 5 years (6 years for TSR portion in certain cases)
  • Performance Parameters:
  • For non-medical employees: Individual Performance (25-60%), Consolidated EBITDA (25-35%), TSR Achievement (15-40%)
  • For medical employees: Clinical Excellence KPIs (70%), TSR Achievement (30%)
  • Maximum per Employee: 2,50,000 PRSUs in any financial year and 3,67,500 PRSUs aggregate during scheme tenure
2. Grant of PRSUs to Subsidiary Company Employees
  • Extension: To extend MHIL PRSU Scheme 2026 to eligible employees of subsidiary companies
  • Same Pool: Aggregate PRSUs including subsidiary employees shall not exceed 73,50,000 PRSUs
  • Subsidiaries Covered: 10 subsidiaries listed including Crosslay Remedies (100%), Kalinga Hospital (58.28%), Eqova Healthcare (60%)
3. Approval of Remuneration for Mr. Abhay Soi
  • Position: Chairman and Managing Director
  • Tenure: From June 19, 2026 to June 18, 2028 (remainder of current tenure)
  • Fixed Remuneration: ₹28,16,92,500 per annum (unchanged from current)
  • Variable Pay:
  • 2026-27: Up to ₹12,95,78,550 (31.51% of total compensation)
  • 2027-28: Up to ₹15,98,19,068 (36.20% of total compensation)
  • Performance Parameters: 50% financial (Revenue 25%, EBITDA 25%) and 50% non-financial (Patient Centricity 22.5%, Strategic Growth 15%, Human Capital 10%, ESG 2.5%)
  • Overall Cap: Lower of 5% of standalone net profits or 2.5% of consolidated PBT
  • Past Remuneration:
  • 2023-24: ₹25.74 crore
  • 2024-25: ₹32.38 crore
  • 2025-26: ₹27.38 crore (voluntarily waived variable pay of ₹6.76 crore)
4. Alteration of Memorandum of Association
  • New Objects: To add three new sub-clauses to Main Objects Clause:
  • Establish/operate medical colleges and educational institutions
  • Manufacture/deal in pharmaceuticals and radiopharmaceuticals including cyclotron facilities
  • Provide food and beverage services in healthcare facilities
  • Rationale: Enabled by draft NMC amendment allowing companies to establish medical institutions

Voting Details

  • Cut-off Date: September 18, 2026
  • E-voting Period: September 20, 2026 (9:00 AM) to October 19, 2026 (5:00 PM)
  • Result Declaration: On or before October 22, 2026
  • Scrutinizer: Mr. Devesh Kumar Vasisht of DPV & Associates LLP
  • E-voting Provider: MUFG Intime India Private Limited

Financial Impact

  • PRSU Scheme: Potential equity dilution of ~0.76% upon full exercise
  • Remuneration: Maximum annual remuneration capped by profitability thresholds
  • MOA Alteration: No immediate financial impact disclosed

Capital Structure Impact

  • Potential increase of up to 73,50,000 equity shares upon full exercise of PRSUs
  • No change to authorized share capital disclosed

Parties Involved

  • RTA: MUFG Intime India Private Limited
  • Scrutinizer: DPV & Associates LLP
  • Subsidiaries: 10 companies as listed in explanatory statement