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Novartis India Limited. — Proxy Solicitation & Information Statement 2026
May 15, 2026
60745_rns_2026-05-15_ea84288c-5a27-4391-b20c-bc4bf9b06bca.pdf
Proxy Solicitation & Information Statement
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NOVARTIS
Novartis India Limited
Inspire BKC
7th Floor, Bandra Kurla Complex
Bandra East, Mumbai 400051
Maharashtra, India
Tel +91 22 50243000
Website: www.novartis.in
CIN- L24200MH1947PLC006104
Email: [email protected]
May 15, 2026
To,
The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Scrip Code: 500672
Dear Sir/ Madam,
Sub: Corrigendum to the Notice of the Postal Ballot dated April 16, 2026 seeking shareholders approval for the appointment of Ms. Gowree Gokhale (DIN: 09351661) as an Independent Director.
This is with reference to the Notice of Postal Ballot of Novartis India Limited (“Company”) dated April 16, 2026, circulated to all shareholders whose email addresses are registered with the Company/Depository Participants.
The Company wishes to inform that an inadvertent error has been identified in the Notice and the Explanatory Statement relating to Agenda Item No. 1 concerning the appointment of Ms. Gowree Gokhale as an Independent Director.
It has been incorrectly stated in certain sections of the Notice and Explanatory Statement that the resolution for her appointment is to be passed as an “Ordinary Resolution.” The Company hereby clarifies that the said resolution is required to be passed as a “Special Resolution.”
All other contents of the Postal Ballot Notice remain unchanged.
Accordingly, shareholders are requested to take note of this correction and consider the resolution under Special Business Item No. 1 as a Special Resolution.
This corrigendum, along with the revised Postal Ballot Notice, is also available on the website of the Company.
You are requested to kindly take the above information on record.
Thank you
Yours Sincerely,
For Novartis India Limited
Maru Chandni
Digitally signed by Maru Chandni
DN: dc=com, dc=novartis,
ou=people, ou=LE,
serialNumber=3190945, cn=Maru Chandni
Date: 2026.05.15 17:31:37 +05'30"
Chandni Maru
Company Secretary and Compliance Officer
Encl: as above
NOVARTIS
Novartis India Limited
Inspire BKC
7th Floor, Bandra Kurla Complex
Bandra East, Mumbai 400051
Maharashtra, India
Tel +91 22 50243000
Website: www.novartis.in
CIN- L24200MH1947PLC006104
Email: [email protected]
NOVARTIS INDIA LIMITED
Corporate Identification No. (CIN) – L24200MH1947PLC006104
Registered Office: Inspire - BKC, 7th Floor, Bandra Kurla Complex, Bandra (East), Mumbai - 400051
Tel: +91 022-50243000
Website: www.novartis.in; E mail: [email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Sections 110 and 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, as amended from time to time]
| E-VOTING STARTS ON | E-VOTING ENDS ON |
|---|---|
| 9.00 A.M. (IST) on Friday, April 17, 2026 | 5.00 P.M. (IST) on Saturday, May 16, 2026 |
Dear Members,
NOTICE is hereby given pursuant to Sections 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013, ("Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force) ("Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India ("Secretarial Standard - 2"), each as amended and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 11/2022 dated 28th December, 2022, 09/2023 dated 25th September, 2023, 09/2024 dated September 19, 2024 and the latest being General Circular No. 03/2025 dated 22nd September, 2025 ("MCA Circulars"), to transact the following special business as considered in the resolution appended below through Postal Ballot only by way of remote e-voting ("e-voting"):
| Sr. No. | Particulars |
|---|---|
| 1. | Appointment of Ms. Gowree Gokhale (DIN: 09351661) as a Non-Executive and Independent Director for a term of 5 (Five) years. |
Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the Statement pertaining to the said Resolution setting out the material facts and the reason/ rationale thereof is annexed to this Notice of Postal Ballot for your consideration and forms part of this Notice of Postal Ballot ("Notice").
In accordance with the MCA Circulars, the Notice and e-voting instructions are being sent only by e-mail to those Members who have registered their e-mail address with their Depository Participants ("DPs") or with MUFG Intime India Private Limited ("MUFG") (Formerly known as Link Intime India Private Limited),
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Registrar to an Issue and Share Transfer Agent ("RTA") of the Company and whose names appears in the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (collectively referred to as "Depositories") as on Friday, April 10, 2026 ("Cut-off Date") and the communication of assent / dissent of the Members on the resolution proposed in the Notice will take place only through the e-voting system.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 110 and 108 of the Act read with the Rules, the MCA Circulars and Secretarial Standard – 2, the Company is only providing e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot form physically. The instructions for e-voting are appended to this Notice. The Company has engaged NSDL for the purpose of providing e-voting facility/ services to its members.
The Notice is also available on the website of the Company @ www.novartis.in.
The Board of Directors have appointed Mr. S. N. Viswanathan, Practicing Company Secretary (FCS: 13685; COP No. 24335) as the Scrutinizer, and Ms. Ashwini Vartak as an Alternate Scrutinizer (ACS 29463; COP No. 16723), to scrutinize the e-voting process in a fair and transparent manner. Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by e-voting not later than 5:00 P.M. (IST) on Saturday, May 16, 2026. E-voting will be blocked immediately thereafter by NSDL, and no e-voting will be allowed beyond the said date and time.
The results of the Postal Ballot/ e-voting will be declared along with the Scrutinizer's Report on or before Tuesday, May 19, 2026 and shall be placed on the website of the Company @ www.novartis.in, on the e-voting website of NSDL at www.evoting.nsdl.com; and shall also be simultaneously communicated to BSE Limited at www.bseindia.com. The Resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for e-voting i.e. Saturday, May 16, 2026.
SPECIAL BUSINESS:
- Appointment of Ms. Gowree Gokhale (DIN: 09351661) as a Non-Executive and Independent Director of the Company for a period of 5 (Five) years.
To consider and, if thought fit, to pass the following resolution as an Special Resolution:
RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") read with the rules framed thereunder, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, the appointment of Ms. Gowree Gokhale (DIN: 09351661) who was appointed as an Additional Director (designated as a Non-Executive and Independent Director) pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee of the Board with effect from April 01, 2026, for a term of five
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consecutive years up to March 31, 2031, and having confirmed that Ms. Gowree Gokhale (DIN: 09351661) meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and having consented to the appointment, and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby approved for the aforesaid term and shall not be liable to retire by rotation."
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of Directors with power to further delegate the powers to any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
By Order of the Board of Director
For Novartis India Limited
Registered Office
Novartis India Limited
Inspire-BKC, 7th Floor,
Bandra Kurla Complex,
Bandra East, Mumbai – 400 051
Date: April 16, 2026
Place: Mumbai
Chandni Maru
Company Secretary & Compliance Officer
Membership No: ACS 60291
NOTES:
-
The relevant explanatory statement pursuant to the provisions of Section 102 and 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard - 2 and SEBI Listing Regulations, wherever applicable, setting out the material facts and reasons, in respect of proposed Item No. 1 of this Notice of Postal Ballot, is annexed herewith.
-
The Ministry of Corporate Affairs ("MCA") vide MCA Circulars, has permitted companies to conduct the postal ballot by sending the notice in electronic form only. Accordingly, a physical copy of the Notice of Postal Ballot along with Postal Ballot Form and pre-paid Business Reply Envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of e-voting only.
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In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide facility of e-voting, to enable its Members to cast their votes electronically in respect of the resolution as set out in this Notice of Postal Ballot ('Notice'). The Company has engaged the services of NSDL to provide e-voting facilities to its members.
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In conformity with the regulatory requirements, the Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the List of Beneficial Owners maintained by the Depositories as on Friday, April 10, 2026 ("Cut-off Date"), and
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who have registered their e-mail addresses with the Company or with the Depositories. Members may note that this Notice will also be available on the Company's website at www.novartis.in, BSE Limited ('BSE') at www.bseindia.com and on the website of NSDL at www.evoting.nsdl.com
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Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on Cut-off Date. Only those Members whose names are recorded in the Register of Members of the Company or in the List of Beneficial Owners maintained by the Depositories as on the Cut-off Date will be entitled to cast their votes. The Resolution, if passed by the requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Saturday, May 16, 2026.
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Members can vote on the Resolution only through e-voting. E-voting will commence at 9:00 A.M. (IST) on Friday, April 17, 2026, and will end at 5:00 P.M. (IST) on Saturday, May 16, 2026. During this period, Members holding shares either in physical form or in dematerialized form, as the Cut-off Date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.
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The Company hereby requests all its Members to register/ update their e-mail addresses, if not yet registered/updated, to promote green initiative and to enable the Company to provide all communications to the Members through email. To facilitate Members to receive the Notice electronically and cast their vote electronically, the Company has made special arrangements with MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) for registration of e-mail addresses in terms of the MCA Circulars. Advertisements published in the newspapers on April 17, 2026, are also available on the company's website at www.novartis.in.
Eligible Members are required to provide their e-mail address to MUFG (Link Intime) ([email protected]) before 5:00 P.M. (IST) on Saturday, May 16, 2026, pursuant to which any Member may receive on the e-mail address provided by the Member, the Notice and the procedure for e-voting. Members holding shares of the Company in electronic form can verify/update their email address and mobile number with their respective DPs.
-
The Board of Directors has appointed Mr. S. N. Viswanathan, Practicing Company Secretary (FCS 13685; COP No. 24335) as the Scrutinizer, and Ms. Ashwini Vartak as an Alternate Scrutinizer (ACS 29463; COP No. 16723), to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of e-voting will be final.
-
All the documents referred to in this Notice and Explanatory Statement will be available for inspection by the Members between 11.00 A.M. and 1.00 P.M. on all working days, except Saturdays & Sundays, from the date hereof until the last date of e-voting. Members seeking to inspect such documents can send a request over an e-mail to [email protected].
-
Resolution passed by Members with requisite majority, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.
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How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. | |
| 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with |
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| NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play | |
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, users will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
|---|---|
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
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| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Mr. Sagar S. Gudhate, Senior Manager at [email protected]
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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
Registered Office
Novartis India Limited
Inspire-BKC, 7th Floor,
Bandra Kurla Complex,
Bandra East, Mumbai – 400 051
Date: April 16, 2026
Place: Mumbai
By Order of the Board of Director
For Novartis India Limited
Chandni Maru
Company Secretary & Compliance Officer
Membership No: ACS 60291
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EXPLANATORY STATEMENT
(As required by Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the special business mentioned in the accompanying Notice)
Item No. 1
Appointment of Ms. Gowree Gokhale (DIN: 09351661) as a Non-Executive and Independent Director of the Company for a period of 5 (Five) years.
The Members may note that the Second term of Ms. Sandra Martyres, Independent Director of the Company ends on closing hours of April 18, 2026.
Pursuant to Regulation 17(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('hereinafter referred to as the SEBI Listing Regulations'), the Board of Directors of the Company shall comprise of at least six (6) Directors. Pursuant to Regulation 17(1C) read with Regulation 25(2A) of the SEBI Listing Regulations, the appointment of Independent Director is required to be approved by Members by way of special resolution at the next general meeting or within a period of three months from the date of appointment, whichever is earlier.
With a view to comply with the above requirement and to have fair representation and optimum combination on the Board, the Board of Directors of the Company, subject to approval of the Members by way of this special resolution, after careful consideration of her profile as stated hereinafter, as per the Nomination and Remuneration Policy of the Company and based on the recommendation of the Nomination and Remuneration Committee (hereinafter referred to as 'NRC'), had appointed Ms. Gowree Gokhale (DIN: 09351661), as an Additional Director (designated as Non-Executive and Independent) with effect from April 01, 2026 for a period of 5 (Five) years up to March 31, 2031, as per the provisions of Sections 149, 150, 152, 161 of the Companies Act, 2013 ("Act") and Rules framed thereunder and other applicable provisions of the SEBI Listing Regulations.
In view of her experience and expertise, Ms. Gowree Gokhale may be considered for appointment as a member of the reconstituted Audit Committee and such other committees of the Board as the Board may deem appropriate.
The Company has received a declaration of independence from Ms. Gowree Gokhale. Further, she is neither disqualified from being appointed as a Director in terms of Section 164(1) and (2) of the Act, nor debarred from holding the office of a Director by virtue of any SEBI order or any other such authority and has successfully registered herself in the Independent Director's Data Bank maintained by Indian Institute of Corporate Affairs.
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The detailed profile of Ms. Gowree Gokhale as required is as follows:
Brief Profile:
Ms. Gowree Gokhale, aged about 52 years, is a distinguished Solicitor of the Bombay Incorporated Law Society (ILS – Bombay). She holds an L.L.M from Mumbai University having specialisation in Intellectual Property, Labour, Tax, and Consumer Protection laws along with a Diploma in Taxation Laws from the University of Pune.
Ms. Gokhale was earlier associated with Nishith Desai Associates for 22 years where she co-led the Pharma and Medical Devices practice areas. Currently she leads her own independent chamber practice.
With more than 30 years of diverse legal experience, Ms. Gokhale is recognized as a dynamic and result-oriented professional. Her expertise spans Intellectual Property, Data Protection, Consumer Protection, Mergers & Acquisitions, Joint Ventures, and Competition Law. She has advised across multiple industries including Pharma, Healthcare, Telecom, E-Commerce, AI, Fintech, Gaming, Media, and Entertainment, consistently contributing to enterprise growth and value creation.
She has served on the Consumer Affairs Ministry's task force addressing digital dark patterns, greenwashing, and surrogate advertising.
Additionally, she is a Special Advisor to FICCI's Privacy and Data Security Committee and a Legal & Policy Expert (Consultant) with the Advertising Standards Council of India.
An accomplished author and speaker, Ms. Gokhale, has published research papers and articles extensively and regularly shares her insights at national and international forums. She is also a visiting faculty member at leading law colleges and institutes, delivering lectures to students and government officials.
Beyond her professional commitments, she is actively engaged in philanthropic initiatives.
The Board of Directors of the Company are confident that Ms. Gowree Gokhale, with her more than three decades of diverse leadership experience in reputable organisations, will add significant value to the Board.
In the opinion of the Board, Ms. Gowree Gokhale fulfills the conditions specified in the Act and the rules made thereunder for her appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter of appointment of Ms. Gowree Gokhale setting out the terms and conditions of her appointment is available for inspection at the Registered Office of the Company during normal business hours on all working days. A copy of the draft letter of appointment of Independent Director, setting out the general terms and conditions of appointment is available on the website of the Company at: https://www.novartis.com/in-en/about/board-directors-novartis-india-limited
Keeping in view her experience and knowledge, it will be in the interest of the Company that Ms. Gowree Gokhale be appointed as an Independent Director of the Company. Therefore, the Board recommends her appointment by way of special resolution as set out in Item No. 1 to the Notice.
NOVARTIS
The details of Ms. Gowree Gokhale as required under Secretarial Standard – 2 and Regulation 36 of the SEBI Listing Regulations, as applicable, are provided in ‘Annexure A’ to the Notice.
Save and except Ms. Gowree Gokhale and her relatives, none of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.
This Statement may be regarded as disclosures under Secretarial Standard-2, Regulation 36 of the SEBI Listing Regulations and Schedule IV to the Act.
NOVARTIS
“Annexure A”
PROFILE OF DIRECTOR SEEKING APPOINTMENT
[Pursuant to Secretarial Standard 2 and Regulation 36 of the SEBI Listing Regulations]
| Name of the Director | Ms. Gowree Gokhale |
|---|---|
| Director Identification Number ('DIN') | 09351661 |
| Designation/ Category of Directorship | Non-Executive and Independent Director |
| Age | 52 |
| Nationality | Indian |
| Date of first appointment on the Board | To be appointed w.e.f. April 01, 2026, subject to approval of Members |
| Qualification | • Solicitor of the Bombay incorporated law Society. |
| • L.L.M with specialisation in intellectual property, Labour, Tax and Consumer Protection laws. | |
| • Diploma in taxation laws. | |
| Brief Resume/ Experience (including expertise in specific functional area) | As per the details provided under Explanatory Statement |
| Terms and Conditions of Appointment | As per the details provided under the Resolution and Explanatory Statement |
| Remuneration last drawn | N.A. |
| Remuneration proposed to be paid | • Remuneration, on an annual basis, by way of Commission not exceeding 1% of the Net Profits under Section 198 of the Companies Act, 2013 (approval received from Members of the Company at the Annual General Meeting of the Company held on July 29, 2022). |
| • Sitting Fees | |
| Number of equity shares held in the Company or for any other person on a beneficial basis | Nil |
| Number of Board Meetings attended during FY 2025-26 | N A |
| Membership of Committees of Board of the Company | - |
| List of Directorships held in other companies including listed entities, if any | Spak Orgochem (India) Limited |
| Chairmanship/ Membership of the Committees of Boards of other companies | - |
NOVARTIS
| Names of listed entities from which he/she resigned in past three years | - |
|---|---|
| Relationship with other Directors/ Key Managerial Personnel | Not related to any Director / Key Managerial Personnel |
| In case of Independent Directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements | As per the details provided under Explanatory Statement |
By Order of the Board of Director
For Novartis India Limited
Registered Office
Novartis India Limited
Inspire-BKC, 7th Floor,
Bandra Kurla Complex,
Bandra East, Mumbai – 400 051
Date: April 16, 2026
Place: Mumbai
Chandni Maru
Company Secretary & Compliance Officer
Membership No: ACS 60291