Novartis India Limited has filed a regulatory disclosure regarding the reclassification of Novartis AG (NAG) from "Promoter" to "Public" category shareholder.

The disclosure references two key transaction documents: (i) Agreement for sale and purchase of Sale Shares dated February 19, 2026 between NAG, WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners (collectively "CC") referred to as SPA; and (ii) company covenant and warranty deed dated February 19, 2026 between the Company, NAG and CC referred to as CCWD.

Pursuant to these Transaction Documents, CC agreed to acquire from NAG 1,74,50,680 equity shares representing 70.68% of the equity share capital of Novartis India Limited. In accordance with SEBI Takeover Regulations, CC undertook an open offer to acquire up to 64,19,608 fully paid-up equity shares representing 26% of the total voting share capital from public shareholders.

On July 29, 2026 (Closing Date), NAG completed the transfer and sale of 1,74,50,680 equity shares to CC. Upon completion of this Share Transfer, WaveRise and Fund X have acquired control of the Company, and NAG has ceased to be in "control" of the Company as defined under SEBI Takeover Regulations.

The disclosure confirms that NAG and persons related to it under Regulation 31A(1)(b) of SEBI Listing Regulations:

  • Together do not hold more than 10% of the total voting rights of the Company
  • Do not exercise control over the affairs of the Company, directly or indirectly
  • Do not have any special rights with respect to the Company through formal or informal arrangements
  • Are not represented on the board of directors (including not having a nominee director)
  • Do not act as key managerial personnel of the Company
  • Are not 'wilful defaulters' as per RBI Guidelines
  • Are not fugitive economic offenders

The Company confirms compliance with Regulation 31A(3)(c) of Listing Regulations as trading in its shares has not been suspended by stock exchanges and the Company does not have any outstanding dues to SEBI, stock exchanges or depositories.

NAG has been reclassified from 'Promoter' category to 'Public' category effective from the Closing Date (July 29, 2026) in accordance with Explanation I to Regulation 31A(10) of SEBI Listing Regulations.

NAG has provided a separate undertaking dated July 29, 2026 confirming:

  • Continued compliance with conditions mentioned at sub-clauses (i), (ii), and (iii) of clause (b) of Regulation 31A(3) at all times from reclassification date
  • Compliance with conditions mentioned in sub-clauses (iv) and (v) of clause (b) of Regulation 31A(3) for a period of not less than three years from reclassification date
  • No pending regulatory action against them as of the undertaking date
  • That persons related to NAG include: (a) subsidiary or holding company of NAG; (b) any body corporate in which NAG holds 20% or more equity share capital; and/or any body corporate which holds 20% or more equity share capital of NAG

The undertaking was signed by Oliver Watson as Authorised Signatory and Etic Careau on behalf of Novartis AG.

The intimation has been made available on the Company's website at www.nilpharma.co.in.