Nature of the Event

This is a mandatory open offer made pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"). The offer is triggered by a Share Purchase Agreement (SPA) dated February 19, 2026, through which the acquirers agreed to purchase a controlling stake in Novartis India Limited.

Key Quantitative Figures

  • Offer Size: Up to 64,19,608 fully paid-up equity shares
  • Percentage of Voting Share Capital: 26%
  • Face Value per Share: INR 5
  • Offer Price: INR 860.64 per share
  • Total Maximum Consideration: INR 552,49,71,429.12 (assuming full acceptance)
  • Acquisition Shares via SPA: 1,74,50,680 shares (70.68% of equity share capital)

Dates of Action

  • Identified Date: May 27, 2026 (for determining Public Shareholders)
  • Tendering Period: June 11, 2026 to June 24, 2026 (10 working days)
  • Last Date for Payment Consideration: July 9, 2026 (10 working days from Tendering Period closure)
  • Public Announcement Date: February 19, 2026
  • Detailed Public Statement Publication: February 26, 2026
  • Draft Letter of Offer filed with SEBI: March 5, 2026
  • SEBI Observation Letter Received: May 25, 2026

Parties Involved

Acquirers:

  • WaveRise Investments Limited (Acquirer 1) - Mauritius incorporated
  • ChrysCapital Fund X (Acquirer 2) - SEBI registered Category II AIF
  • Two Infinity Partners (Acquirer 3) - Indian partnership firm

Persons Acting in Concert (PACs):

  • ChrysCapital X, LLC (PAC 1) - Mauritius incorporated
  • OceanEdge Investments Limited (PAC 2) - Mauritius incorporated

Seller: Novartis AG (current promoter holding 70.68%)

Manager to Open Offer: Axis Capital Limited

Registrar to Open Offer: MUFG Intime India Private Limited

Escrow Agent: The Hongkong and Shanghai Banking Corporation Limited

Purpose and Rationale

The open offer is mandatory under SEBI SAST Regulations as the acquirers have entered into an agreement to acquire more than 25% of the equity share capital along with control over Novartis India Limited. Post-transaction, Acquirer 1 and Acquirer 2 will become promoters, while Acquirer 3 will be classified as a promoter group member. The seller (Novartis AG) will be reclassified to the public category.

Financial Arrangements

  • Escrow Account: "HSBC - Project Berna Open Offer Escrow Account" with cash deposit of INR 5,57,00,000 (1% of total consideration)
  • Bank Guarantee: INR 130,25,00,000 from HSBC (exceeds regulatory requirements)
  • Source of Funds: Capital commitments from PAC 1 for Acquirer 1, uncalled capital commitments for Acquirer 2, and partner contributions for Acquirer 3

Capital Structure Impact

  • Pre-offer Promoter Holding: 70.68% (Novartis AG)
  • Post-transaction Holding (assuming full offer acceptance):
  • Acquirer 1: 72.78%
  • Acquirer 2: 17.33%
  • Acquirer 3: 6.57%
  • Public Shareholding: 3.32%
  • The acquirers will ensure minimum public shareholding (25%) compliance as required under Rule 19A of SCRR

Conditions and Approvals

  • The open offer is not conditional upon any minimum level of acceptance
  • No statutory or regulatory approvals required by acquirers/PACs as of the letter date
  • The SPA contains certain conditions precedent including no legal prohibitions, covenant compliance, and warranty accuracy
  • The open offer may be withdrawn if statutory approvals are refused or if SPA is terminated

Tax Implications

  • The transaction is an off-market transfer, so Securities Transaction Tax (STT) will not apply
  • Capital gains tax implications differ for residents vs. non-residents and based on holding period
  • Tax Deduction at Source (TDS) may apply depending on shareholder category and documentation provided
  • Non-resident shareholders must provide relevant documents including Tax Residency Certificates

Additional Material Information

  • The acquirers have no current shareholding in the target company
  • There are no competing offers as of the date of this letter
  • The acquirers have no intention to delist the target company
  • The target company's business involves manufacture and/or wholesale trading of pharmaceutical goods
  • After completion, the acquirers may consider various options for shareholder returns including buybacks or special dividends
  • The company name is proposed to be changed post-transaction completion

Risk Factors

  • Transaction completion subject to SPA conditions being satisfied
  • Possible delays or withdrawal if statutory approvals become required
  • Market price fluctuations during the offer period
  • Non-resident shareholders must obtain required approvals for participation
  • Tax implications vary based on individual shareholder circumstances

Documents Available for Inspection

Copies of the SPA, covenant warranty deed, financial statements of acquirers and PACs, escrow agreement, bank guarantee, public announcements, SEBI observation letter, and other relevant documents are available for inspection at the Manager's office during the tendering period.