Novartis India Ltd

Resolutions

• Item 1 (Special): Grant ESOP 2026 to MD/CEO equal to ≥1% of issued capital; voting Oct 14–Nov 12.
• Item 2 (Special): Create charge on assets to secure borrowings up to INR 1,500 crore.

Certificate details

• Certificate issued by the Registrar to the Issue and Share Transfer Agent for the period is enclosed.

Meeting Details

• Board meeting scheduled for November 3, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for quarter and half-year ended September 30, 2026.

Other Notes

• Trading window for designated persons closes from October 1, 2026, to 48 hours after results declaration.

agm details

• AGM held on 24 September 2026; remote e-voting window 21–23 September 2026.

key resolutions

• Adoption of audited financial statements and reports for year ended 31 March 2026.
• Regularise/appoint Non-Executive Directors Ashok Bhatia and Kshitij Sheth.
• Regularise/appoint Independent Directors Ramadurai, Hashank Sinha, Suchita Sharma.
• Appoint Gupta as Managing Director.
• Appoint Dr. Vikas as Director with remuneration.
• Cost Auditor appointment: M/s D. C. & Co. with remuneration.
• Approve ESOP 2026 for employees.
• Approve sitting fees for Independent Directors.
• Amendments to Memorandum and Articles; change of company name.

voting results

• Ordinary resolutions passed with broad support.
• Special resolutions passed with strong, near-unanimous support.

dividend

• Dividend proposed/declared: none.

director changes

• Gupta appointed as Managing Director.
• Dr. Vikas appointed as Director with remuneration.
• Ashok Bhatia appointed Regular Non-Executive Director.
• Kshitij Sheth appointed Regular Non-Executive Director.
• Ramadurai appointed Independent Director.
• Hashank Sinha appointed Independent Director.
• Suchita Sharma appointed Independent Director.

auditors

• Cost Auditor: M/s D. C. & Co. appointed; remuneration disclosed.

other material approvals

• MOA/AoA amendments; altered Articles; name change approved under applicable Act.

AGM Details

• Date and time: 24 September 2026 at 11:00 IST.
• Mode: Video Conferencing / Other Audio-Visual Means.
• Remote e-voting from 21 to 23 September 2026; AGM voting conducted.
• Attended by all Independent and Non-Executive Directors.

Key Resolutions

• Adoption of Audited financial statements and reports.
• Regularization of Ashok Bhatia as Non-Executive Director.
• Regularization of Kshitij Sheth as Non-Executive Director.
• Regularization of Jagriti Gupta as Non-Executive Director.
• Regularization of Ramesh Ramadurai as Independent Director.
• Regularization of Shashank Sinha as Independent Director.
• Regularization of Suchita Sharma as Independent Director.
• Regularization of Vikas Gupta as Executive Director.
• ESOP 2026 approval.
• Approval of Vikas Gupta as MD and CEO with remuneration.
• Alteration of Memorandum of Association (MOA).
• Alteration of Articles of Association (AOA).
• Change of name and related MOA/AOA amendments.
• Ratification of remuneration to Cost Auditors M/s D. C. Dave & Co.
• Approval of Commission to Independent Directors.
• Remuneration to Ashok Bhatia, Non-Executive Director.

Voting Status

• Results of e-voting and Scrutinizer's report to be declared later.
• No results disclosed in filing for individual resolutions.

Directors

• Ashok Bhatia: Regularized as Non-Executive Director.
• Kshitij Sheth: Regularized as Non-Executive Director.
• Jagriti Gupta: Regularized as Non-Executive Director.
• Ramesh Ramadurai: Regularized as Independent Director.
• Shashank Sinha: Regularized as Independent Director.
• Suchita Sharma: Regularized as Independent Director.
• Vikas Gupta: Regularized as Executive Director; MD/CEO.

Auditors

• Cost Auditor remuneration ratified; no change in Statutory Auditor.

Meeting Details

• Date: Monday, September 28, 2026; Time: not disclosed; Location: Mumbai.
• Type/format: In-person (physical), 1x1 and/or group meetings.
• Event/organiser: Nuvama – Emerging India CEO Forum.
• Key company participants: management representatives.
• Purpose: investor conference interaction with investors/analysts.
• Note: Schedule subject to change.

AGM corrigendum advertisement

• Newspaper advertisements published to issue corrigendum to the notice for the 78th AGM.
• Advertisements appeared in Financial Express and Navshakti on September 20, 2026.
• Regulatory basis: Regulation 47 of SEBI LODR for corporate disclosures.
• Company Secretary Chandni Maru signed the communication.
• No change to AGM date or outcomes disclosed.

AGM details

• AGM on Sep 24, 2026 at 11:00 AM IST via VC/OAVM.
• Corrigendum issued to address ESOP and industry corrections.
• Corrigendum dated September 18, 2026.

Corrigendum scope & industry

• Agenda No. 9 ESOP 2026 corrections issued.
• Nature of Industry updated to 'Pharmaceutical Industry'.

Agenda items and voting

• Agenda 8 corrigendum clarifies industry; no vote outcome stated.
• Agenda 9 corrigendum updates ESOP details; no voting outcome stated.

ESOP 2026 plan highlights

• Total options to grant: 16,67,000.
• Eligible participants: designated employees; promoter group excluded.
• Vesting: minimum 1 year, maximum 8 years.
• Vesting conditions: tenure, performance, or exit events.
• Exercise price: INR 830 per option; not less than Rs 5.
• Exercise period: up to 6 years from vesting.
• Maximum per-employee options: 12,35,000.
• Aggregate cap: 16,67,000 options.
• Implementation: fresh equity issuance; no trust.
• Shares to be listed on stock exchanges.
• No loan required for plan implementation.
• Buyback terms not finalised; to be decided later.
• Accounting: Ind AS 102 for share-based payments.
• Lapse: misconduct, non-exercise, competition, confidentiality breaches, dissolution.
• Lock-in: no lock-in; insider trading restrictions apply.
• Valuation: fair value per Ind AS 102 models.
• Disclosure: plan accounting to be disclosed in Directors' Report.

Meeting Details

• Sept 11, 2026, 4:00 PM IST; Analyst/Institutional Investors’ Call; virtual and physical.
• Audio recording submitted to stock exchange on Sept 12, 2026; transcript available on NIL site.

Participants

• CEO & MD: Dr. Vikas Gupta
• CFO: Bhagwat Deora
• President, M&A, BD and IR: Jason D'Souza
• CHRO: Rahul Vijayvargiya
• Independent Directors: Chairperson Ramesh; Suchita Sharma; Shashank Sinha
• Non-Executive Directors: Kshitij Sheth; Jagriti Gupta

Purpose

• Present NIL post-takeover growth strategy focused on six anchor therapy areas.
• Discuss strengthened promotion, pan-India distribution, and governance framework.
• Share long-term targets, including growth beyond market, with M&A as key driver.

Additional Notes

• Minipress XL acquired from Pfizer; strengthens cardiology portfolio.
• Ophthalmology in-licensing: Pagenax, Accentrix; upfront INR 10 crores; total portfolio ~INR 100 crores.
• ChrysCapital holds 70.68% stake; open offer at INR 860.64; tendered Jun 11–24.
• FY27 run-rate about INR 650 crores; target doubling in 4–5 years; payback 8–9 years; IRR ~12–12.5%.
• Name-change under consideration; shareholder approvals; product brands remain.