BSEOthers2d ago · 29 Jul 2026, 06:28 pm
Outcome of the 245th Meeting of the Board of Directors of Novartis India Limited ("the Company") held today, Wednesday, July 29, 2026.
Novartis India Ltd · 500672
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Novartis India Ltd's Board of Directors approved the completion of Open Offer and sale of 17,450,680 equity shares from Novartis AG to WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners. The Board also reclassified Novartis AG from the 'promoter' category to 'public' category due to change in control. Additionally, three new directors were appointed to the Board.
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Novartis India Ltd - 500672 - Board Meeting Outcome for Outcome Of The 245Th Meeting Of The Board Of Directors Of Novartis India Limited ("The Company") Held Today, Wednesday, July 29, 2026.
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Novartis India Limited
July 29, 2026
The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Scrip Code: 500 672
Dear Sir/ Madam,
Sub.: Outcome of the 245th meeting of the Board of Directors of Novartis India Limited (‘the
Company’) held today i.e. July 29, 2026
Pursuant to Regulation 30 (read with Para A of Part A of Schedule Ill) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and the Master Circular for compliance with the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by
listed entities dated July 11, 2023 (SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026)
(as updated on January 30, 2026) (“SEBI Master Circular”), we hereby inform that the board of
directors of the Company (“Board”), at its 245th meeting held today, i.e., July 29, 2026, has inter-alia,
noted/ approved the following matters:
1. Taking note of the completion of Open Offer (as defined below) and the sale of
17,450,680 equity shares of the Company from Novartis AG (“NAG”) to WaveRise
Investments Limited (“WaveRise”), ChrysCapital Fund X (“Fund X”) and Two Infinity
Partners (“TIP”, and together with WaveRise and Fund X, “CC”) pursuant to the
agreement for the sale and purchase of the Sale Shares in Novartis India Limited dated
February 19, 2026 entered into between and amongst NAG and CC
The Board noted that, pursuant to the terms and conditions set forth in the agreement for the
sale and purchase of the Sale Shares in Novartis India Limited dated February 19, 2026
entered into by and amongst Novartis AG (“NAG”), WaveRise Investments Limited
(“WaveRise”), ChrysCapital Fund X (“Fund X”) and Two Infinity Partners (“TIP”, and together
with WaveRise and Fund X, “CC”) (“SPA”), the sale of 17,450,680 equity shares of the
Company from NAG to CC (the “Transaction”) has been completed today, i.e. July 29, 2026
(“Closing Date”).
The Board noted that in relation to the open offer made by CC pursuant to the execution of
the SPA (“Open Offer”), the Committee of Independent Directors of the Company was
constituted in compliance with Regulation 26 of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI Takeover
Regulations”) on June 4, 2026, and its reasoned recommendations regarding the Open Offer
were published in the relevant newspapers on June 6, 2026 in accordance with the SEBI
Takeover Regulations. The Board noted that the Open Offer concluded in accordance with
the SEBI Takeover Regulations on July 29, 2026.
Registered Office: Inspire BKC, 7th Floor, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.
CIN: L24200MH1947PLC006104 | Tel: +91 22 50243000
Email: investor.relations@nilpharma.co.in | Website: www.nilpharma.co.in
Novartis India Limited
The Board further noted that pursuant to the completion of the Transaction as contemplated under
SPA (“Completion”), on and with effect from the Closing Date, NAG has ceased to be in control of
the Company and has ceased to be a promoter of the Company in accordance with applicable law,
and, consequently, WaveRise and Fund X have acquired control of the Company.
2. Reclassification of Novartis AG from the “promoter” category to “public” category
pursuant to change in control of the Company and the Open Offer
The Board noted that pursuant to the completion of the Transaction and the disclosures made in the
Open Offer documents, the erstwhile promoter of the Company, NAG, has ceased be in control of the
Company with effect from the Closing Date and took on record the reclassification of NAG from the
“promoter” category to “public” category with effect from the Closing Date in accordance with
Regulation 31A(10) of the SEBI Listing Regulations.
3. Appointment of directors
(a) In accordance with the terms of the SPA and based on the recommendation of the
Nomination and Remuneration Committee, the Board considered and appointed the
following persons on the Board as additional directors of the Company with effect from
July 29, 2026 to hold office until the date of the ensuing annual general meeting of the
members of the Company:
S. No. Name of Director DIN Designation
1. Mr. Ashok Bhatia 02090239 Additional Director (under
the non-executive, non-
independent director
category)
2. Mr. Kshitij Sheth 00125058 Additional Director (under
the non-executive, non-
independent director
category)
3. Dr. Jagriti Gupta 11760159 Additional Director (under
the non-executive, non-
independent director
category)
(b) In light of the resignations of certain independent directors of the Company and based on
the recommendation of the Nomination and Remuneration Committee, the Board
considered and appointed the following persons on the Board as additional independent
directors of the Company with effect from July 29, 2026 to hold office until the date of the
ensuing annual general meeting of the members of the Company:
Registered Office: Inspire BKC, 7th Floor, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.
CIN: L24200MH1947PLC006104 | Tel: +91 22 50243000
Email: investor.relations@nilpharma.co.in | Website: www.nilpharma.co.in
Novartis India Limited
S. No. Name of Director DIN Designation
1. Mr. Ramesh Ramadurai 07109252 Additional Director (under
the independent director
category)
2. Mr. Shashank Sinha 02544431 Additional Director (under
the independent director
category)
3. Ms. Suchita Sharma 10656028 Additional Director (under
the independent director
category)
(c) The directors mentioned in paragraph (a) and(b) above are not related to any director on
the Board or key managerial personnel of the Company. In compliance with the BSE
Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 and NSE Circular No.
NSE/CML/2018/02 dated June 20, 2018, it is also affirmed that Directors are not debarred
from holding the office of director by virtue of any SEBI order or any other such authority.
Pursuant to the SEBI Listing Regulations and the SEBI Master Circular, the disclosures
and profiles of all directors appointed are enclosed as Annexure A.
4. Taking on record the resignation of directors
The Board acknowledged and took on record the resignation letters received from the following
directors:
S. No. Name of Director DIN Designation before
resignation
1. Mr. Christopher David 00369790 Non-Executive - Non-
Snook Independent Director-
Chairperson
2. Mr. Falin Ishwarlal 10681030 Whole-time director
Majmudar
3. Ms. Shilpa Shashank 09775615 Whole time director and
Joshi Chief Financial Officer
(CFO)
4. Ms. Gira Jagdeesh 02610502 Non-Executive -
Sardesai Independent Director
5. Mr. Sanker 00008187 Non-Executive -
Parameswaran Independent Director
6. Ms. Gowree Gokhale 09351661 Non-Executive -
Independent Director
Registered Office: Inspire BKC, 7th Floor, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.
CIN: L24200MH1947PLC006104 | Tel: +91 22 50243000
Email: investor.relations@nilpharma.co.in | Website: www.nilpharma.co.in
Novartis India Limited
Their reasons for resignation are mentioned in their respective resignation letters. The disclosures
pursuant to the SEBI Listing Regulations and the SEBI Master Circular as well as the copies of the
resignation letters are enclosed herewith as Annexure B.
The composition of the Board of the Company continues to be in compliance with the requirements
prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
The said Meeting commenced at 04.20 P.M. (IST) and concluded at 05.40 P.M.
The above is for your information and the same is also available on the website of the Company i.e.
www.nilpharma.co.in
We request you to kindly take the above on record.
Yours sincerely,
For Novartis India Limited
Chandni Maru
Company Secretary and Compliance Officer
A60291
Encl.: as above
Registered Offi
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