Novartis India Limited has officially received the Draft Letter of Offer from Axis Capital Limited, the manager for the ongoing open offer, marking another significant step in the acquisition process initiated by a consortium of investors.

Open Offer Details

The Draft Letter of Offer, dated March 05, 2026, was submitted by Axis Capital Limited in its capacity as the manager for the open offer. This development follows the structured timeline established by the acquiring consortium for the proposed acquisition.

Acquiring Consortium Structure

The open offer is being made by a consortium of three primary acquirers working together with additional persons acting in concert:

Primary Acquirers:

• WaveRise Investments Limited (Acquirer 1)
• ChrysCapital Fund X, the first scheme of ChrysCapital Trust I, a category II Alternative Investment Fund registered with SEBI (Acquirer 2)
• Two Infinity Partners (Acquirer 3)

Persons Acting in Concert:

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

Timeline of Events

The acquisition process has followed a systematic approach with key milestones clearly documented:

Regulatory Compliance

The communication to BSE was signed by Chandni Maru, Company Secretary and Compliance Officer (Membership No: A60291), ensuring proper regulatory compliance. The company has clarified that this submission is purely for information and record purposes, maintaining transparency with stakeholders and regulatory authorities throughout the acquisition process.

Novartis India Limited has received the detailed public statement (DPS) dated February 25, 2026, from WaveRise Investments Limited and its consortium partners regarding their mandatory open offer. The company disclosed this development under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming the formal progression of the acquisition proceedings.

Open Offer Structure and Consortium Details

The acquiring consortium comprises WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners, along with persons acting in concert ChrysCapital X, LLC and OceanEdge Investments Limited. The detailed public statement outlines the comprehensive framework for acquiring up to 64,19,608 equity shares from public shareholders.

The offer price has been determined in accordance with Regulations 8(1) and 8(2) of SEBI (SAST) Regulations, considering the frequent trading status of Novartis India's equity shares on BSE.

Underlying Transaction Framework

The open offer stems from a share purchase agreement dated February 19, 2026, between the consortium and Novartis AG. Under this agreement, the acquirers will purchase 1,74,50,680 equity shares representing 70.68% of the company's equity share capital through differentiated pricing structures.

The total consideration for the underlying transaction amounts to ₹1,445,89,28,056, subject to adjustments as specified in the share purchase agreement.

Regulatory Compliance and Timeline

Axis Capital Limited serves as the manager for the open offer with SEBI registration number INM000012029. The consortium has structured the transaction to ensure compliance with foreign exchange management regulations, maintaining aggregate foreign investment below the 74% threshold for brownfield pharmaceutical companies under the automatic route.

The detailed public statement confirms that the letter of offer will be dispatched to public shareholders in accordance with SEBI (SAST) Regulations provisions. The tendering period is scheduled to commence on April 21, 2026, and close on May 5, 2026, with payment completion required by May 19, 2026.

Post-Transaction Ownership Structure

Upon completion of both the underlying transaction and open offer, the ownership structure will change significantly. Assuming full acceptance of the 26% tendered shares, the consortium will hold 96.68% of the company, with WaveRise Investments controlling 72.78%, ChrysCapital Fund X holding 17.33%, and Two Infinity Partners owning 6.57%.

Novartis AG will cease to be a promoter and will be reclassified to the public category, while the acquiring consortium will become the new promoters of Novartis India Limited. The company will continue its stock exchange listing on BSE Limited, with the acquirers confirming no intention to delist the company pursuant to this open offer.