Novartis India Ltd

Key Decisions

• Adopt new Memorandum of Association aligned with Table A, subject to shareholders' AGM approval.
• Change of company name, with consequential MOA/AOA alterations; CRC approval obtained; subject to shareholders' AGM approval.
• Amendments to the Notice of the 78th AGM approved by the Board.

Financial results and LR

• Unaudited financial results for the quarter ended June 30, 2026 approved and taken on record.
• Limited Review Report dated July 23, 2026 issued by statutory auditors and taken on record.

Dematerialisation status

• Securities received for dematerialisation during quarter ended 30 June 2026 were confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier securities are listed.
• Physical certificates were mutilated and cancelled; the depository name substituted as registered owner within prescribed timelines.
• Rematerialization requests were not received during the quarter.

Offer basics

• Open offer for 64,19,608 equity shares representing 26% of voting share capital.
• Offer price ₹860.64 per share.
• Opening date 11 June 2026; closing date 24 June 2026.
• Payment of consideration on 7 July 2026.
• Acquirers and PACs: WaveRise, ChrysCapital Fund X, Two Infinity Partners; PACs ChrysCapital X LLC, OceanEdge.

Ownership and governance impact

• Post-offer, acquirers collectively hold 26% of voting share capital: A1 16.33%, A2 7.01%, A3 2.66%.
• Public pre-offer: 72,40,117 shares (29.32%); post-offer: 64,19,608 shares (26%).
• Open offer shares acquired: A1 40,31,477; A2 17,31,921; A3 6,56,210 (total 64,19,608).
• Acquirers will become promoters after underlying transaction; A3 to join promoter group.
• Post-offer advertisement issued by Axis Capital Limited (manager) and MUFG Intime India Private Limited (registrar).

Meeting Details

• Board meeting on July 23, 2026 to consider unaudited results for quarter ended June 30, 2026.

Key Agenda Items

• Consider and approve the unaudited financial results for the quarter ended June 30, 2026.

Novartis India Limited: Trading window closed from July 01, 2026; will reopen 48 hours after the unaudited financial results for the quarter ended June 30, 2026 are intimated to the Stock Exchange

Open Offer Overview

• Acquirers: WaveRise Investments Limited; ChrysCapital Fund X; Two Infinity Partners.
• PACs: ChrysCapital X LLC; OceanEdge Investments Limited.
• Target: Novartis India Limited.
• Open offer aims to acquire 64,19,608 shares, 26% of voting share capital.

Offer Details

• Number and percentage to be acquired: 64,19,608 shares, 26%.
• Offer price per share and total consideration not disclosed.
• Mode of payment: not disclosed.
• Type of offer: Open offer.

Transaction Background

• Triggering document: Letter of Offer dated June 1, 2026.
• Change in control/promoter status: not disclosed.

Post-Offer Impact

• Acquirers' post-offer shareholding not disclosed.
• Delist/management changes: not disclosed.
• Minimum public shareholding status: not disclosed.

Timeline and Process

• As of June 24, 2026, NIL demat shares tendered.
• As of June 24, 2026, 182 physical shares tendered.
• Open Offer Escrow Demat Account details: Ventura Securities Limited.
• Eligibility: Public Shareholders.
• Opening/closing dates not disclosed.

Independent Directors' Recommendations

• Independent directors' recommendations: not disclosed.

Other Material Information

• Regulatory approvals required: not disclosed.
• Tender verification subject to validation per SEBI SAST Regulations.
• Tendered numbers may differ from accepted by acquirers.

Open Offer Overview

• Acquirers: WaveRise Investments Limited, ChrysCapital Fund X, ChrysCapital Trust I, and Two Infinity Partners.
• PACs: ChrysCapital X, LLC and OceanEdge Investments Limited.
• Target: Novartis India Limited.
• Open offer seeks to acquire a substantial stake in target's voting share capital.
• Acquirers and PACs act in concert for the open offer.

Offer Details

• Number of shares: 64,19,608 representing 26% of voting share capital.
• Offer price per share: not disclosed in this filing.
• Total consideration: not disclosed in this filing.
• Mode of payment: not disclosed in this filing.
• Type of offer: open offer by acquirers and PACs.

Transaction Background

• Key triggering documents: Letter of Offer and open offer communications.
• Change in control/promoter status: no change disclosed in this chunk.

Post-Offer Impact

• Acquirers' pre-offer shareholding: not disclosed.
• Post-offer shareholding: not disclosed.
• No delisting or management changes disclosed.
• Minimum public shareholding status: not disclosed.

Timeline and Process

• Tendering window date cited as June 22, 2026.
• Eligibility: public shareholders may tender shares.

Recommendations

• Independent directors' recommendation: not disclosed.

Other Material Information

• Regulatory approvals required: SEBI (SAST) compliance.
• Tendered shares subject to validation; final acceptance per Letter of Offer.
• Open Offer Escrow Demat Account established with Ventura Securities Limited.