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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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact8/10
Market Sentiment5/10

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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 [Showing first 8,000 characters — download PDF for full document]