Key Transaction Completion

The sale of 17,450,680 equity shares of Novartis India Limited from Novartis AG to the ChrysCapital consortium (comprising WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners) was completed on July 29, 2026. This transaction was pursuant to a sale and purchase agreement dated February 19, 2026.

Board-Approved Business Agreements

The Board approved the execution of three significant agreements with Novartis group entities:

  • Tegrital Brand License Deed with Novartis AG: Grants the company an exclusive, irrevocable, royalty-free, non-assignable license to use the 'Tegrital' trademark in India for manufacturing, packaging, advertising, marketing, promoting, distributing, and selling Tegrital range of pharmaceutical products. The agreement includes an automatic assignment of the trademark to the company at no additional cost, which may only be withheld if the company commits a material unremedied breach.
  • Distribution Agreement with Novartis Pharma Services AG: Appoints the company as the exclusive distributor in India to import, distribute, and sell certain pharmaceutical products. The initial term is five years, extendable for another five years by mutual agreement. Supply prices are fixed for the first year and determined thereafter by a mechanism outlined in the agreement. The company is required to maintain relevant marketing authorizations and comply with applicable laws and Novartis guidelines.
  • Trademark Assignment and License Deed with Novartis AG: Assigns all right, title, and interest in certain trademarks and logos (including Voveran, Macalvit, and Citromacalvit) to the company on a royalty-free basis.

All three agreements were executed on July 29, 2026. None of these transactions qualify as related party transactions and were conducted at arm's length. No shareholding exists between the parties, and no financial consideration involving shares or loans was part of these agreements.

Appointment of Key Managerial Personnel

The Board approved several key appointments, all effective July 29, 2026:

  • Dr. Vikas Gupta (DIN: 10704329): Appointed as Additional Director and Chief Executive Officer, subject to shareholder approval. His designation was simultaneously changed to Managing Director and Chief Executive Officer, also subject to shareholder approval. Dr. Gupta holds an MBBS from Delhi University and has over two decades of pharmaceutical industry experience with previous roles at Alkem, Cipla, and Glenmark Pharmaceuticals.
  • Mr. Bhagwat Singh Deora: Appointed as Chief Financial Officer. He is a Chartered Accountant with over 20 years of experience in finance and compliance in the pharmaceutical sector, having previously served at JB Pharma, Macleods Pharmaceuticals, Cipla, and PricewaterhouseCoopers.

Senior Management Appointments

Four senior management personnel were appointed effective July 29, 2026:

  • Mr. Jason D'Souza: President - M&A, Business Development & Investor Relations. He has over 25 years of experience, previously serving as Executive Vice President at JB Pharma and SVP at Glenmark Pharmaceuticals.
  • Mr. Rahul Vijayvargiya: Chief Human Resource Officer (CHRO). He has over 25 years of HR experience across pharmaceutical, automotive, and retail sectors.
  • Mr. Masud Shaikh: Chief Supply Chain Officer. He has over 35 years of pharmaceutical supply chain experience, including 25 years at Alembic Pharmaceuticals.
  • Mr. Sumeet Rajput: President - Business Operations. He has over 30 years of pharmaceutical commercial experience with previous roles at Alkem Laboratories, Intas Pharmaceuticals, and Ranbaxy.

Corporate Policies and Codes

The Board adopted and/or revised twelve corporate policies and codes: Vigil Mechanism and Whistleblower Policy; Corporate Social Responsibility Policy; Policy on Preservation of Documents; Nomination and Remuneration Committee Policy; Risk Management Policy; Policy for Determination of Materiality of Events or Information; Code of Practices & Procedures for Fair Disclosure of UPSI; Policy on Materiality of Related Party Transactions; Grievance Redressal Policy; Code of Conduct for Board of Directors and Senior Management; Code of Conduct to Regulate, Monitor and Report Insider Trading; and Board Familiarization Programme.

IT and Branding Changes

Pursuant to the change in control following the share transaction, the company adopted a new corporate email domain (nilpharma.co.in) and launched a new website (https://www.nilpharma.co.in) to align with the new management's branding, IT, and cybersecurity requirements.

Committee Reconstitution

The Risk Management Committee and Stakeholders Relationship Committee were reconstituted due to director appointments and resignations:

  • Risk Management Committee: Mr. Shashank Sinha (Independent Additional Director) as Chairperson; Mr. Ashok Bhatia (Non-Executive, Non-Independent Additional Director) as Member; Dr. Vikas Gupta (MD & CEO) as Member.
  • Stakeholders Relationship Committee: Mr. Ashok Bhatia (Non-Executive, Non-Independent Additional Director) as Chairperson; Dr. Vikas Gupta (MD & CEO) as Member; Ms. Suchita Sharma (Independent Additional Director) as Member.

Meeting Details

The 247th Board meeting commenced at 7:15 PM and concluded at 8:30 PM on July 29, 2026.