Novartis AG Sells 70.68% Stake in India Unit for ₹1,446 Crore to PE Consortium

Novartis AG has agreed to sell its entire 70.68% stake in Novartis India Limited to a consortium led by WaveRise Investments Limited, ChrysCapital Fund X, and Two Infinity Partners, along with persons acting in concert ChrysCapital X, LLC and OceanEdge Investments Limited. The transaction was executed on February 19, 2026, with the total consideration pegged at approximately ₹1,445.89 crore, subject to adjustments as outlined in the agreement.

The stake comprises 1,74,50,680 fully paid-up equity shares, representing 70.68% of Novartis India's voting share capital. The acquisition has triggered a mandatory open offer under SEBI's takeover regulations, as the transaction involves more than 25% voting rights.

Under the open offer, the acquirers have announced plans to purchase up to 64,19,608 fully paid-up equity shares, each with a face value of ₹5, from public shareholders. These shares represent 26% of the voting share capital of Novartis India. The open offer price has been fixed at ₹860.64 per share, which represents a 3.64% premium to the closing price of ₹830.45 on February 19. The total consideration for the open offer works out to ₹552.49 crore, payable entirely in cash, assuming full acceptance.

If the open offer is fully subscribed, the acquirers' combined shareholding in Novartis India will rise to 96.68%. In case no shares are tendered, their stake will remain at 70.68%, corresponding to the shares acquired from the promoter.

Following the announcement, Novartis India shares surged nearly 20% to hit an upper circuit of ₹996.50 on the BSE on February 20. The stock was trading at ₹953.85 as of midday, up ₹123.40 or 14.86% from the previous close. Turnover stood at ₹80.72 crore on volumes of 8.24 lakh shares, significantly higher than the two-week average quantity of 0.23 lakh shares. Market capitalisation stood at approximately ₹2,355 crore to ₹2,460.44 crore.

In terms of recent performance, the pharma stock has gained 22% in the last one month and 15% over the past three months. The stock has risen 27% to 31% in February 2026 and is up over 14% in one year, delivering a 56% return over the past five years. Despite the surge, the stock is still around 11% below its 52-week high of ₹1,099.90, touched in May 2025. The 52-week low stands at ₹744.95, hit in March 2025.

Following the consummation of the transaction, Novartis AG will hold nil shares, cease to be in control of the company, and will be reclassified from the promoter category to the public category in line with SEBI regulations. Upon completion of the transaction, Novartis AG will cease to be classified as the promoter of Novartis India. The acquirers will acquire control of the company and will be classified as its promoters in accordance with applicable law.

The acquirers have clarified that they do not intend to delist Novartis India but will ensure compliance with the 25% minimum public shareholding norm if required.

Novartis India said it has agreed to change its name to remove all references to the seller group within 120 days from the completion of the transaction. In addition, the company has undertaken certain post-closing obligations, including completing all relevant regulatory filings linked to the deal. The company's board has also approved a company covenant and warranty deed in connection with the transaction.

The exit comes two years after Novartis began a strategic review of Novartis India, including assessing its stake in the Mumbai-based firm. Reports from February 2024 indicated the parent company was reviewing its strategic options for the Indian unit. Reports from April 2025 indicated that market volatility and valuation concerns had stalled the sale, with potential buyers hesitating.

The parent company does not have a manufacturing presence in India. Novartis India primarily sells medicines, including Voveran, used to treat joint pain. The company markets prescription drugs, generic and over-the-counter medicines.

Novartis India reported a decline in its quarterly earnings for the period ended December 2025. Net profit fell 36.78% to ₹16.09 crore in the December 2025 quarter, compared with ₹25.45 crore in the preceding September 2024 quarter. Revenue from operations declined 7.63% to ₹85.90 crore, as against ₹93.00 crore in the previous quarter. In the third quarter of FY26, revenue fell by 8.64% year-on-year.

For the fiscal year ending March 2025, the company reported revenues around ₹348 crore and a net profit of approximately ₹97 crore. Revenue has experienced a decline over the past five years at an average rate of 4.06%. The company's Return on Equity stands around 12-13%.

The transaction marks a significant turning point for Novartis India, with ownership shifting from a global pharmaceutical major to a private equity-led consortium, even as the company continues to operate as a listed entity on the Indian stock market.