On March 22, 2025, Max Healthcare Institute Limited notified the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) about the approval of a Scheme of Amalgamation between its two wholly-owned subsidiaries, Crosslay Remedies Limited and Jaypee Healthcare Limited. The approval was granted by the respective Boards of Directors of the subsidiaries during their meeting held on March 21, 2025, at 10:45 PM IST.

Details of the Amalgamation:

1. Transferor Company: Crosslay Remedies Limited, a public limited company incorporated under the Companies Act, 1956. As of March 31, 2024, its turnover stood at ₹797.39 crore.

2. Transferee Company: Jaypee Healthcare Limited, another public limited company incorporated under the Companies Act, 1956, with a turnover of ₹420.35 crore as of March 31, 2024.

3. Both companies operate in the healthcare sector and are wholly-owned subsidiaries of Max Healthcare Institute Limited.

Nature of Transaction:

The amalgamation falls under the category of a related party transaction. However, since the transaction involves two wholly-owned subsidiaries of the parent company, it is exempted under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Therefore, no separate approval under related party transactions is required.

Rationale and Benefits of the Amalgamation:

The Scheme of Amalgamation is aimed at creating a financially efficient company with a unified management structure. The primary objective behind this amalgamation is to improve the overall business operations and maximize stakeholder value. The merger is expected to provide the following benefits:

• Integration of Businesses: The amalgamation will consolidate the operations of Crosslay Remedies and Jaypee Healthcare, leading to enhanced operational efficiency and financial stability.

• Unified Management Structure: The amalgamation will eliminate duplicative functions, thereby streamlining administration and enhancing management control.

• Economies of Scale: By combining resources and expertise, the merged entity is expected to achieve economies of scale, resulting in reduced overhead costs and improved utilization of assets.

• Reduction in Legal and Regulatory Compliances: The unified entity will benefit from reduced regulatory and legal compliance requirements, thereby simplifying processes and ensuring smoother governance.

• Enhanced Stakeholder Value: Shareholders, creditors, and employees of both companies will benefit from the synergies achieved through the amalgamation, resulting in improved margins and growth potential.

• Cash Flow and Capital Efficiency: The unification will enable a more effective cash flow management system and optimal utilization of capital resources, contributing to sustained business growth.

Shareholding Pattern and Cash Consideration:

Since the Scheme of Amalgamation involves two wholly-owned subsidiaries of Max Healthcare Institute Limited, there is no change in the shareholding pattern of the parent company. Additionally, no cash consideration or share exchange ratio is applicable, as the amalgamation is being carried out without the winding up of the transferor company.

Regulatory Compliance and SEBI Disclosure:

The disclosure regarding the Scheme of Amalgamation has been made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The information has been disseminated to the NSE and BSE, and the same will also be available on the company’s official website at www.maxhealthcare.in.

Strategic Importance of the Amalgamation:

The amalgamation aligns with Max Healthcare’s strategic vision to enhance business growth, improve operational efficiencies, and create synergies that lead to higher margins and accelerated growth. The consolidated entity will be in a better position to address the increasing demand for healthcare services and provide an improved experience to its patients.

Official Statement:

Dhiraj Aroraa, Senior Vice President - Company Secretary & Compliance Officer of Max Healthcare Institute Limited, confirmed the development and reiterated the company’s commitment to maintaining high standards of corporate governance and ensuring that the interests of stakeholders are prioritized.

Availability of Amalgamation Details:

The detailed information regarding the amalgamation and its benefits has been enclosed as an Annexure to the disclosure, which is accessible on the websites of NSE, BSE, and Max Healthcare.

In conclusion, the approval of the Scheme of Amalgamation between Crosslay Remedies Limited and Jaypee Healthcare Limited marks a significant step toward strengthening Max Healthcare’s position in the healthcare sector. This strategic move is expected to yield multiple benefits, including improved operational efficiency, cost optimization, and higher returns for stakeholders. The company remains focused on expanding its footprint in the healthcare domain while ensuring transparency and adherence to regulatory norms.

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