Novartis India Limited has received formal notification from its promoter Novartis AG regarding the execution of a sale and purchase agreement (SPA) for the divestment of its entire 70.68% stake in the company. The agreement was executed on February 19, 2026, with a consortium of three acquirers for 1,74,50,680 fully paid-up equity shares.

Transaction Structure and Acquirer Details

The sale agreement involves Novartis AG divesting its complete shareholding to three strategic acquirers who currently have no relationship with the company. The transaction will result in a complete change of control and promoter classification.

Acquisition Distribution and Pricing

The consortium has structured the acquisition with differentiated stake allocations and pricing mechanisms across the three acquirers. WaveRise Investments Limited will acquire the majority stake, while the other two acquirers will hold smaller portions.

Regulatory Compliance and Open Offer Requirements

Following the execution of the SPA, the acquirers are mandated to conduct an open offer to public shareholders in accordance with SEBI (Substantial Acquisition of Shares and Takeover Regulations), 2011. The transaction includes provisions for price adjustments and potential revision of offer prices if required under regulatory guidelines.

The consideration structure includes a unique arrangement where Acquirer 1 will issue certain instruments to Novartis AG for an aggregate amount of USD equivalent to ₹660,09,25,235. These instruments will carry no voting rights or special privileges with respect to either the acquirer or the company.

Management Control and Operational Changes

Upon completion of the transaction, significant changes in corporate governance and operational structure will occur. The acquirers will gain the right to nominate directors to the company's board, while existing Novartis-nominated directors will resign from their positions.

The agreement establishes interim operational obligations requiring the company to conduct business in the ordinary course until transaction completion. Additionally, the company must change its name to remove all Novartis group references within a specified period following the closing of the transaction.

Novartis India Limited has reported a notable decline in its third-quarter financial performance, with both revenue and profitability showing year-on-year contractions. The pharmaceutical company's latest quarterly results highlight the challenging operating environment faced by the Indian subsidiary.

Financial Performance Overview

The company's financial metrics for the third quarter demonstrate a significant downturn compared to the same period in the previous year:

Profitability Analysis

The company's net profit experienced a substantial decline of 37%, falling from ₹254 million in the third quarter of the previous year to ₹161 million in the current quarter. This represents a decrease of ₹93 million in absolute terms, indicating significant pressure on the company's bottom line performance.

Revenue Performance

Revenue generation also faced headwinds during the quarter, with total revenue declining by 8% year-on-year. The company recorded ₹859 million in revenue for the third quarter, compared to ₹930 million achieved in the corresponding period of the previous year. This translates to a revenue decline of ₹71 million on an absolute basis.

Market Context

The financial results reflect the operational challenges faced by Novartis India during the third quarter. Both key financial metrics - revenue and net profit - showed declining trends, suggesting broader market or company-specific factors impacting performance during this period.