Novartis India deal: ChrysCapital takes 70.68% in 2026

Control changes hands on July 29, 2026

Novartis India Limited completed a major ownership transition on July 29, 2026, after ChrysCapital entities acquired 17,450,680 equity shares from Novartis AG. The company said the share purchase transaction and the Open Offer both concluded on the same date. With the closing of the deal, Novartis AG ceased to be in control of the listed entity. WaveRise Investments Limited and ChrysCapital Fund X became the acquirers of control, alongside Two Infinity Partners, as part of the buying consortium. The change marks one of the more closely tracked control shifts in the Indian pharmaceutical space because it moves a listed company from a global pharma parent-led promoter structure to a private equity-led promoter group.

The 245th board meeting that formalised the transition

The company’s 245th Board meeting, held on July 29, 2026, recorded the completion of the transaction and the governance changes that followed. The meeting commenced at 04:20 P.M., according to the board note referenced in the disclosure. The Board took note that the sale of shares took place under the Share Purchase Agreement (SPA) dated February 19, 2026. The transaction was completed on July 29, 2026, referred to as the Closing Date. Alongside the transaction closure, the Board also recorded that the Open Offer concluded on July 29, 2026.

What was sold: shares, stake, and parties

The Board noted the completion of the sale of 17,450,680 equity shares of Novartis India from Novartis AG (NAG) to WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners. Collectively, these acquirers were referred to as “CC” in the board context. Separately, WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners filed a SEBI SAST Regulation 29(1) disclosure on July 29, 2026, following the off-market acquisition of a combined 70.68% stake in the company.

This stake size, 70.68%, was also the basis for the mandatory open offer process under SEBI takeover rules. The open offer mechanism allowed public shareholders the option to tender shares at a specified price, and the company disclosures reported that the open offer concluded on the same date as the share purchase closing.

Promoter reclassification under SEBI Listing Regulations

With effect from the Closing Date, Novartis AG ceased to be a promoter of the company. The Board took on record the reclassification of Novartis AG from the “promoter” category to the “public” category with effect from July 29, 2026. The reclassification was stated to be in accordance with Regulation 31A(10) of the SEBI Listing Regulations.

The end result is a clean shift in the listed company’s control and promoter categorisation, with WaveRise and ChrysCapital Fund X acquiring control while the former promoter is moved to the public shareholder classification.

Board reconstitution: six new directors and six resignations

The governance shift was accompanied by a board reconstitution. Pursuant to the SPA and on the recommendation of the Nomination and Remuneration Committee, the Board appointed six new directors effective July 29, 2026. The appointed directors are:

• Mr. Ashok Bhatia
• Mr. Kshitij Sheth
• Dr. Jagriti Gupta
• Mr. Ramesh Ramadurai
• Mr. Shashank Sinha
• Ms. Suchita Sharma

The appointments are to hold office until the date of the ensuing Annual General Meeting. In the context of the change in control and the consequent Board reconstitution, six directors tendered their resignations with effect from July 29, 2026. The outgoing list included the Chairperson and the CFO, as mentioned in the provided summary of the resignations.

Open offer mechanics and the maximum possible post-offer holding

Under SEBI takeover regulations, the acquisition of a controlling stake triggers a mandatory open offer. In this case, the consortium announced an offer to acquire up to an additional 26% of Novartis India’s voting share capital. The open offer size was stated as 6,419,608 equity shares, and the open offer price was fixed at ₹860.64 per share. The price was described as a 3.64% premium over the closing price of ₹830.45 on the day before the announcement.

If the open offer were fully subscribed, the new promoters’ combined holding would increase to 96.68%. If no shares were tendered, their stake would remain at 70.68%.

Market reaction when the deal was announced

The announcement of the stake sale earlier in the process triggered a sharp market response. Novartis India shares rose 18% in intra-day trade on Friday, February 20, after the promoter Novartis AG agreed to sell its entire stake, triggering the mandatory open offer and a complete change in control. The move drew investor focus because it combined a large block sale with a regulated tender route for public shareholders, and it repositioned the listed entity under new promoters.

Novartis AG’s India presence beyond the listed entity

In an interview cited after Novartis AG’s decision to sell its stake in Novartis India Limited, the company’s India Country President and Managing Director Amitabh Dube said the transaction represented a structural shift in global strategy rather than an exit from India. He also said India remains a strategic market for the Swiss drugmaker, with innovation and research and development operations continuing to expand even as the listed entity changes ownership.

Novartis AG is set to continue its operations in India through its fully owned subsidiary, Novartis Healthcare Private Limited. The strategic review that preceded the divestment was stated to have been announced and conducted starting February 2024.

Key figures at a glance

Why the change matters for investors and compliance tracking

For investors in Novartis India, the closing of the transaction on July 29, 2026, brings clarity on three fronts: the identity of the new controllers, the promoter reclassification, and the reconstituted board. The SEBI SAST Regulation 29(1) disclosure following an off-market acquisition of 70.68% also provides an additional compliance marker for the market.

The transaction also highlights a structural separation: the ownership of the publicly listed entity has changed, while Novartis AG stated it would continue its India operations through Novartis Healthcare Private Limited. This distinction has been central to how the company positioned the divestment, alongside the stated therapeutic priorities including oncology, cardio-renal-metabolic diseases, immunology, and neuroscience.

Conclusion

Novartis India’s ownership and governance transition was completed on July 29, 2026, with ChrysCapital entities acquiring Novartis AG’s 70.68% stake and the Open Offer concluding on the same day. The Board recorded the promoter reclassification of Novartis AG to the public category and appointed six new directors while six outgoing directors resigned effective the closing date. The next set of formal updates for shareholders will follow from post-closing regulatory filings and the ensuing Annual General Meeting, where the newly appointed directors are set to serve until then.