Directors Report of Solara Active Pharma Sciences Ltd.

Mar 31, 2025

On behalf of the Board of Directors of the Company, it gives us immense pleasure in presenting the Eighth Board’s
Report, along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ending
March 31, 2025.

1. FINANCIAL PERFORMANCE

The Company has prepared the Standalone and Consolidated Financial Statements for the financial year
ended March 31, 2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the
Companies Act, 2013.

Key highlights of financial performance of the Company for the financial year ended March 31, 2025, as
compared to previous year is provided below:

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Financial Results
Gross Revenue	1292.90	1294.29	1292.08	1294.29
Profit before Interest, Depreciation and Tax	212.22	(91.91)	213.84	(92.03)
Profit before tax	(1.08)	(488.33)	0.54	(488.42)
Profit after tax	(1.08)	(566.87)	0.54	(566.96)
EPS (basic & diluted) on the basis of '' 10/- per share	(0.27)	(148.30)	0.14	(148.51)

BUSINESS OVERVIEW

We are a global, pure-play Active Pharmaceutica
Ingredients (API) Company, engaged in the
development and manufacturing of APIs, while also
offering Contract Development and Manufacturing
(CDMO) services to global pharmaceutica
Companies. Our operations are supported by six
large-scale, multi-product, state-of-the-art facilities
that adhere to the highest standards of compliance
backed by a team of over 1,700 employees.

With a presence in more than 70 countries, we
have established strong footprints in key market:
including North America, Europe, Japan, South
Korea, and the Middle East & North Africa. During
the year, the Company introduced several initiatives
focused on cost optimization, enhanced capacity
utilization, operating efficiencies, inventory
rationalization, and talent development.

The Company remains optimistic about accelerating
its strategic levers and is confident of delivering
sustainable, long-term value to all its stakeholders

. DIVIDEND

The Board of Directors of the Company has noi
recommended Dividend for the financial yea
2024-25.

In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), the
Company has adopted a Dividend Distribution Policy.

The said Policy is available on the Company’s
website and can be accessed at investors page
of our Company’s website https://solara.co.in/
uploads/2023/07/Dividend Distribution Policy.pdf

3. TRANSFER TO RESERVES

During the year under review, your Company has
not made any transfers to the reserves.

4. SHARE CAPITAL

• Authorized Capital

The Authorized Share Capital of the Company as on
March 31, 2025, stood at '' 120,00,00,000/- divided
into 12,00,00,000 equity shares of ''10/- each.
There was no change on Authorized Capital of the
Company during the year.

• Issued and Subscribed Capital

The Issued and Subscribed capital as of March
31, 2025, stood at '' 48,05,30,220/- divided into
4,80,53,022 equity shares of ''10/- each. Changes in
the Issued and Subscribed Capital of the Company
are as under:

Particulars	No of Shares Amount (?)
April 01 2024	3,59,96,267 equity 35,99,62,670 shares of ?10/- each.
Additions during the year	9,000 Equity shares 90,000 of ? 10/- each allotted pursuant to ESOP Scheme 2018 on May 29, 2024.
	1,19,98,755 Equity 11,99,87,550 shares of face value ? 10/- each allotted pursuant rights Issue on June 19, 2024.
	49,000 Equity shares 4,90,000 of ? 10/- each allotted pursuant to ESOP Scheme 2018 on October 21, 2024.
March 31 2025	4,80,53,022 equity 48,05,30,220 shares of ?10/- each.

Paid up capital

The Paid-up capital as at March 31, 2025, stood ai
'' 40,25,38,312.50/- divided into 3,60,54,267 equity
shares of ''10/- each, and 1,19,98,755 Equity share:
of face value '' 10/- each and '' 3.5/- per share paic
up. Changes in the paid-up capital of the Company
are as under:

Particulars	No of Shares	Amount ('')
April 01, 2024	3,59,96,267 equity shares of ?10/- each.	35,99,62,670
Additions during the year	9,000 Equity shares of ? 10/- each allotted pursuant to ESOP Scheme 2018 on May 29, 2024.	90,000
	1,19,98,755 Equity shares of face value '' 10/- each, on which ? 3.5/- per share has been paid up, on rights Issue basis allotted on June 19, 2024.	4,19,95,642.50
	49,000 Equity shares of ? 10/- each alloted on October 21, 2024 pursuant to ESOP Scheme 2018	4,90,000
March 31, 2025	3,60,54,267 equity shares of ?10/- each, and 1,19,98,755 Equity shares of face value ?10/- each and ?3.5/- per share paid up	40,25,38,312.50

5. FUND RAISING

On May 9, 2024, the Rights Issue Committee at
its meeting approved the issuance of 1,19,98,755
Equity Shares of face value of ''10 each at a price of
'' 375 per Equity Share (including a premium
of '' 365 per Equity Share), to existing equity
shareholders on the record date (May 15, 2024) on
‘rights’ basis for an amount aggregating to '' 449.95

Crores. The issue was on a partly paid-up basis with
3 calls, i.e., application money, first call and second
call. The issue opened for subscription on May 28,

2024 and closed on June 11, 2024. On June 19,
2024, Company allotted 1,19,98,755 partly paid -
up Equity Shares on receipt of Application money of
''131.25/- per equity share, which was aggregating
to '' 157.48 Crores.

Further, the Rights Issue Committee at its meeting
held on March 26, 2025 approved the First Call
Money Notice to the holders of Partly Paid-Up
Equity Shares for '' 131.25/- (i. e '' 3.50/- towards face
value and '' 12775/- towards securities premium)
per Rights Share in respect of 1,19,98,755 partly-
paid Rights Shares, on Rights basis, pursuant to
the Letter of Offer dated May 09, 2024; The eligible
shareholders were provided with the facility to make
the call money through ASBA process wherein the
issue were kept live during the tendering period
of 15 days (i.e.) from April 16, 2025 till April 30,

2025 in both the Stock Exchanges to enable the
shareholders to make the First call money.

No. of shares on which the First Call money was
received, and outstanding are mentioned below:

Sl. No.	Particulars	No. of Shares
1	Total partly paid shares	1,19,98,755
2	Number of shares first call money received	1,13,89,852
3	Number of shares reminder notice to be sent	6,08,903

6. EMPLOYEES STOCK OPTION PLAN (ESOP):

The Company has two ESOP Schemes, as
detailed below:

Name of the ESOP Scheme	Particulars
Solara Employees Stock Option Plan 2018	During the year under review, Nomination and Remuneration Committee of the Board (NRC) has granted 1,10,200 options convertible into equal number of equity shares of face value of ? 10/- each.
Solara Employee Stock Option Plan - 2024	During the year under review, a new ESOP policy "Solara Employee Stock Option Plan - 2024" was formulated. During the year under review, Nomination and Remuneration Committee of the Board (NRC) has granted 3,50,000 options convertible into equal number of equity shares of face value of ? 10/- each.

A Statement giving detailed information on stock
options granted to employees as required under the
Companies Act and SEBI Regulations is enclosed
as Annexure 1 to this Report. The details under
Regulation 14 of Securities and Exchange Board
Of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is available on

the Company’s website and can be accessed from
the weblink: https://solara.co.in/investor-relations/
financial-information/

7. MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments
occurred, affecting the financial position of the
Company, between the end of the financial year
and the date of this report. However, as stated in
point 5 above, the Company has made first call on
Right shares and is under the process of allotment.

8. SUBSIDIARIES

The details of Subsidiary Companies and their
financial position as required under the first
proviso to Section 129(3) is given in Form AOC-1 as
Annexure-2 as part of this report.

During the year, the Board of Directors approved the
closure of the Company’s wholly owned subsidiaries,
Solara Active Pharma Sciences LTDA, Brazil, and
Shasun USA Inc., at their meetings held on February
21, 2025, and July 22, 2024, respectively. The
decision was taken in view of the absence of any
business operations in these entities. The closure
process is currently underway in accordance with
applicable regulatory requirements.

• Incorporation of Entity:

Pursuant to In-Principal approval for carve out
granted by the Board of Directors of the Company
at their meeting held on January 24, 2025, a wholly
owned Company called Synthix Global Pharma
Solutions Limited (Synthix) was incorporated on
April 29, 2025.

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the
highest standard of Corporate Governance and
adhere to Corporate Governance guidelines as laid
out in the Listing Regulations.

The detailed report on Corporate Governance as per
the format prescribed by Securities and Exchange
Board of India under Schedule V of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
along with a certificate from M/s. Mohan Kumar
and Associates, Practicing Company Secretaries,
confirming compliance with the requirements of
Corporate Governance is attached with this report.
There are no observations or adverse remarks in the
said certificate.

As required by Listing Regulations, a certificate
from M/s. Mohan Kumar and Associates, Practicing
Company Secretary confirming that none of the
directors on the Board of the Company have been

debarred or disqualified from being appointed o
continuing as directors of the companies is attachec
to this report.

L0. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Schedule V of Listing Regulation;
"Management Discussion and Analysis” is giver
separately and forms part of this Report.

L1. NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held
during the year. The intervening gap between two
consecutive meetings was not more than 120
days. The particulars of the meetings held, and
the attendance of each Director are detailed in the
Corporate Governance Report.

L2. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date of this report, the Board has nine director;
comprising of two Executive Directors, three Non
Executive Directors and four Independent Directors
The Chairman of the Board is an Independen
Director. The details of each member of the Board
as on the date of this report forms part of the
Corporate Governance Report.

Sl. No	Name of the Directors	Designation
1	Mr. R Ramakrishnan (DIN: 00161542)	Independent Director and Chairperson
2	Dr. Kausalya Santhanam (DIN: 06999168)	Independent Director
3	Prof. Rajendra Kumar Srivastava (DIN: 07500741)	Independent Director
4	Mr. Rajiv Vijay Nabar (DIN: 10383397)	Independent Director
5	Mr. Arun Kumar Pillai (DIN: 00084845)	Non-Executive Director
6	Mr. Manish Gupta (DIN: 06805265)	Non-Executive Director
7	Mr. Kartheek Chintalapati Raju (DIN: 02921819)	Non-Executive Director
8	Mr. Sandeep Shashikantha Rao (DIN: 10838251)	Managing Director & CEO
9	Mr. Mohan Muthunarayanan (DIN: 03610282)	Whole Time Director & COO

Retiring by Rotation:

a) Mr. Mohan Muthunarayanan (DIN: 03610282),
Whole Time Director, retires by rotation at the
ensuing Annual General Meeting and being eligible,
offers himself for reappointment. Your directors
recommend his reappointment.

b) Mr. Manish Gupta (DIN: 06805265), Non-Executive
Director, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for reappointment. Your directors recommend
his reappointment.

Detailed profile of the Directors retiring by rotation
is attached as Annexure 3 to this report

Change in directors and key managerial personnel

during the year:

1. Mr. Ankur Thadani resigned from the post of Non¬
Executive (Non-Independent) Director of the
Company on July 22, 2024.

2. Mr. Manish Gupta, Non-Executive was appointed as
Non-Executive (Non-Independent) Director of the
Company on July 22, 2024.

3. Mr. Poorvank Purohit, resigned from the position of
Managing Director and Chief Executive Officer with
effect from February 21, 2025.

4. Mr. Arun Kumar Baskaran, resigned from the
position of Chief Financial Officer with effect from
February 21, 2025.

5. Mr. Sandeep Shashikantha Rao was appointed as
Managing Director and Chief Executive Officer of
the Company on February 21, 2025, and he has
been designated as Key Managerial Personnel.

6. Mr. Sarat Kumar was appointed as Chief Financial
Officer of the Company on February 21, 2025, and he
has been designated as Key Managerial Personnel.

Changes in the position of KMP after the Financial

Year 2024-25 till the date of this Report:

1. Mr. S. Murali Krishna expressed his intention to
retire from the position of Company Secretary &
Compliance Officer and Key Managerial Personnel
of the Company with effect from May 15, 2025.

2. Ms. Pooja Jaya Kumar was appointed as the
Company Secretary & Compliance Officer and Key
Managerial Personnel of the Company with effect
from May 15, 2025

The following are the Key Managerial Personnel

(KMPs) as on the date of this report:

- Mr. Sandeep Shashikantha Rao, Managing Director
& Chief Executive Officer

- Mr. M. Mohan, Whole Time Director & Chief
Operating officer

- Mr. Sarat Kumar, Chief Financial Officer

- Ms. Pooja Jaya Kumar, Company Secretary

13. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies
Act, 2013 each Independent Director has confirmed
to the Company that he / she meets the criteria of
independence as laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b)
of the Listing Regulations and that they are not
aware of any circumstances or situations, which
exists or may be reasonably anticipated that could
impair or impact their ability to discharge duties

with an objective independent judgement and
without any external influence. In the opinion of the
Board, all Independent Directors are independent
of the management.

During the year under review, a meeting of
Independent Directors was held on January 24,
2025. This meeting was conducted without the
presence of other Non-Independent Directors and
members of management. During the meeting, the
Independent Directors evaluated the performance
of the Non-Independent Directors, the Chairman,
and the Board as a whole. They also assessed the
quality, quantity, and timeliness of the information
flow between the Company’s management and the
Board of Directors.

14. BOARD EVALUATION

The Companies Act and Listing Regulations relating
to Corporate Governance contain provisions on
evaluation of the performance of the Board and
its Committees as a whole and Directors including
Independent Directors, Non-Independent
Directors, and Chairperson individually. In pursuant
thereof, annual evaluation of performance of the
Board, working of its committees, contribution
and impact of individual directors has been carried
out through a questionnaire for peer evaluation on
various parameters.

Performance Evaluation Criteria for
Independent Directors:

The performance evaluation criteria for Independent
Directors are determined by the NRC Committee.
An indicative list of factors on which evaluation was
carried out includes participation and contribution
by a Director in meetings, commitment, effective
deployment of knowledge and expertise,
integrity and maintenance of confidentiality
and independence of behaviour and judgment.
Performance evaluation of the Independent
Directors was done by the entire Board, excluding
the Independent Director being evaluated. The
Directors expressed their satisfaction with the
evaluation process.

15. PARTICULARS OF EMPLOYEES

The statement containing particulars in terms of
Section 197(12) of the Companies Act, 2013 read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this report and is appended herewith
as Annexure 4 to the Boards’ report

The statement containing particulars in terms
of Section 197(12) of the Companies Act, 2013
read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 forms part of this report
Considering the first proviso to Section 136(1
of the Companies Act, 2013, the Annual Report
excluding the aforesaid information, is being sent tc
the members of the Company and others entitlec
thereto. Any shareholder interested in obtaining a
copy thereof, may write to the Company Secretary
in this regard.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken "Corporate Socia
Responsibility (CSR)”, initiatives in areas of Health
Education and Employability which are projects ir
accordance with Schedule VII of the Companies
Act, 2013.

A detailed report on CSR activities undertaken
during the financial year 2024-25 is enclosed a:
Annexure-5 to this Report.

17. RISK MANAGEMENT

The Company has a risk management framework
for the identification and management of risks.

In line with the requirement under the SEBI Listinc
Regulations, the Company has constituted a Risk
Management Committee (RMC), comprising
of members of the Board and Key Manageria
Personnel. Composition of RMC is provided in the
Corporate Governance Report, which forms part o''
this Report.

RMC is entrusted with the responsibility o''
overseeing strategic, operational and financia
risks that the organization faces, along with the
adequacy of mitigation plans to address such risks

Additional details relating to Risk Managemeni
are provided in the Management Discussion and
Analysis report forming part of this Report.

18. LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made, loans given and
guarantees covered under the provisions of Section
186 of the Companies Act, 2013 are provided
Note No. 47 to the Standalone Financial Statements
in the Annual Report.

19. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All related party transactions or arrangement:
entered into by the company during the financia
year were on an arm’s length basis and in the
ordinary course of business. In Compliance with
the provisions of the Act and Regulation 23(2
of the SEBI Regulations, 2015, all related party
transactions had been placed before the Audi
Committee for prior approval.

The transactions with related parties are disclosed in
Note No. 40 to the Standalone Financial Statements
in the Annual Report. Information on transactions
with related parties pursuant to Section 134(3)(h) of
the Companies Act 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2
is enclosed as Annexure-6 to this Report. Further,
there are no materially significant related party
transactions with its promoters, the directors or
the management, their subsidiaries, or relatives, etc.
that may have potential conflict with the interests of
the Company at large.

The Company has formulated a policy for transacting
with Related Parties, which is uploaded on the
website of the Company and can be viewed at
https://solara.co.in/uploads/2023/07/Solara-Policy-
on-Related-Partv-Transactions.pdf

20. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed
by the Regulators / Courts that would impact the
going concern status of the Company and its
future operations.

21. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants (Firm Registration
No.117366W/W-100018) were reappointed as
Statutory Auditors of the Company at the Sixth
Annual General Meeting of the Company held on
September 15, 2023, for a period of 4 years and will
hold the office till the conclusion of the 10th AGM
of the Company.

Further, the Auditor’s report to the shareholders
on the standalone and consolidated financial
statement for the year ended March 31, 2025,
does not contain any qualification, observation or
adverse comment.

Secretarial Auditors

M/s. Mohan Kumar & Associates, Practicing
Company Secretaries, Chennai, were the Secretarial
Auditor for the Company financial year 2024-25,

The Secretarial Audit for the financial year 2024¬
25, inter-alia, included audit of compliance with
the Companies Act, 2013, and the Rules made
under the Act, Listing Regulations and applicable
Regulations prescribed by SEBI amongst others.

The Secretarial Audit Report is enclosed as
Annexure 7 to the Board’s Report.

There are no observations or Remarks in the
Secretarial Audit Report.

Secretarial Auditors for the financial year
2025-2026

The Board of Directors at their meeting held or
May 15, 2025 has recommended the appointment
appointment of Ms. Parimala Natarajan, a peer
reviewed Practicing Company Secretary (CoP
No. 5239) as Secretarial Auditors of the Company
for a period of 5 consecutive years, from April
1, 2025 to March 31, 2030, subject to approval
from the shareholders at the ensuing Annual
General Meeting.

Ms. Parimala Natarajan, Practicing Company
Secretary has given her consent to act as Secretarial
Auditors of the Company and have confirmed her
eligibility for the appointment. Detailed profile
of Ms. Parimala Natarajan, Practicing Company
Secretary forms part of the AGM Notice.

Internal Auditors

M/s. Price Waterhouse Coopers, Chartered
Accountants are the Internal Auditors of the
Company for the Financial year 2024-2025. The
Internal Auditors carried out the audit as per the
audit plan defined by the Audit Committee and
regularly updated the committee on their internal
audit findings at the Committee’s meetings.

The Internal Auditors were satisfied with the
management’s response on the observation and
recommendations made by them during the course
of their audit and have expressed satisfaction with
the internal systems, controls and process followed
by the Company.

Internal Auditors for the financial year 2025¬
2026

The Board of Directors at their meeting held on May
15, 2025 appointed M/s. Grant Thornton Bharat
LLP (formerly known as Grant Thornton India LLP)
(LLPIN: AAA-7677) as the Internal Auditors of the
Company for the Financial year 2025-26.

Cost Auditors and Cost Records

Mr. K. Suryanarayanan, Cost Accountant
(Membership No.24946) has carried out the Cost
Audit for the applicable business for the year
under review.

Pursuant to the provisions of Section 148(3) of the
Companies Act, 2013, the Board of Directors of the
Company at their meeting held on May 15, 2025_:
based on the recommendation of Audit Committee,
approved appointment of Mr. K. Suryanarayanan
Cost Accountant (Membership No.24946), as the
Cost Auditor of the Company for financial year ended
2026 (FY26) at a remuneration not exceeding 4.75
lakhs/- plus taxes and out of pocket expenses. A
proposal for ratification of remuneration of the Cost

Auditors for FY26 is placed before the Shareholders
for approval in the ensuing AGM.

Further, the Company has duly maintained Cost
Records as specified under sub-section (1) of
section 148 of the Companies Act, 2013.

22. INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and
adequate framework for Internal Financial Controls
(“IFC”) as required under Section 134 (5) (e) of the
Companies Act, 2013.

During the year under review, such controls were
tested and no material weaknesses in their design
or operations were observed.

23. OTHER DISCLOSURES

Reporting of frauds by Auditor

During the year under review, neither the Statutory
Auditors nor the Internal Auditors have reported
to the Audit Committee or Board, any instances
of fraud under Section 143 of the Companies
Act, 2013.

Nature of Business of the Company

There has been no change in the nature of business
of the Company during the year under review.

Change in Registered Office and Corporate
Office

During the year under review there was no change
in the Registered office and Corporate office of
the Company.

Further, w.e.f May 05, 2025, the Registered office
of the Company was shifted to Cyber One, Unit No.
902, Sector 30A, Plot No. 4 & 6, Vashi, Navi Mumbai,
Maharashtra, India, 400703 and the Corporate
Office of the Company was shifted to TICEL Bio
Park, 6th Floor, Module No 601 602 603, Phase
II - CSIR Road, Taramani, Chennai, Tamil Nadu,
India, 600113.

Public Deposits

The Company did not accept any deposits within the
meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014.

Credit Rating

During the year under view, CRISIL has reaffirmed
credit rating of CRISIL BBB / Negative for long term
debt and CRISIL A3 for short term debt.

Vigil Mechanism / Whistle Blower Policy

The Company, in compliance with Section 177 of the
Companies Act, 2013 and Regulation 22 of Listinc
Regulations has established a Whistle Blower Policy
in place as part of its vigil mechanism. The policy
provides appropriate avenues to the directors
employees and stakeholders of the Company tc
make protected disclosures in relation to matter:
concerning the Company. Protected disclosures are
appropriately dealt with by the Whistle Officer o
the Chairman of the Audit Committee. The policy i:
also available on the Company’s website at https:/
solara.co.in/uploads/2023/07/Solara Whistle-
Blower-Policy-1.pdf

Policy on Directors Appointment and
Remuneration

The policy of the Company on Directors
appointment and remuneration, including the
criteria for determining qualifications, positive
attributes, independence of a director and othe
matters, as required under Section 178 of the
Companies Act, 2013 is available on the Company’:
website at https://solara.co.in/uploads/2023/07,
Solara Nomination Remuneration-Policy.pdf

Insurance

The assets/ properties of the Company are
adequately insured against loss due to fire, riots
earthquake, terrorism, etc., and against other peril:
that are considered necessary by the management

Annual Return

Pursuant to Section 92 of the Act and Rules made
thereunder, Annual Return of the Company as or
March 31, 2025 is available on the website of the
Company and can be accessed at https://solara
co.in/investor-relations/annual-return/

Other Confirmations

During the year under review, the Company ha:
not made any application under the Insolvency
and Bankruptcy Code, 2016 and no proceeding:
are pending under the Insolvency and Bankruptcy
Code, 2016 during the year. During the year, there
was no one-time settlement done with the Bank:
or Financial Institutions.

Secretarial standards issued by the Institute of
Company Secretaries of India (ICSI)

The Directors state that the applicable Secretaria
Standards have been followed during the Financia
Year 2024-25.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo:

Particulars in respect of conservation of energy,
technology absorption and foreign exchange
earnings and outgo as required under section 134
of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is attached
as Annexure -8 to this Report.

Disclosure under the Sexual harassment of
woman at workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has put in place an anti-sexual
harassment mechanism in line with the
requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Committee have been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this policy. The Company has not received
any complaint of sexual harassment during the year
2024-25.

The Internal Committee of the Company has filed
annual return for the calendar year 2024. The
following is the summary of the complaints received
and disposed off during FY24:

(i) No. of complaints filed during the financial
year: Nil

(ii) No. of complaints disposed-off during the
financial year: Nil

(iii) No. of complaints pending as on the end of
financial year: Nil.

Further, the Company also organizes and conducts
various training programmes, from time to time, for
awareness on the provisions of POSH Act.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of
the Companies Act, 2013 the Directors of your
Company confirm that:

a) in the preparation of the Annual Accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures.

b) they have selected such accounting policies
and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the company at the end of
the financial year and of the profit or loss of the
company for that period;

c) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities.

d) they have prepared the annual accounts on a
going concern basis

e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
operating properly; and

f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

25. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

As stipulated under the Listing Regulations,
the Business Responsibility and Sustainability
Report (BRSR) describing the initiatives taken
by the Company from environmental, social and

governance perspective is provided separately
and forms integral part of this Annual Report.
BRSR as a part of Annual Report is available on the
compa ny’s website.

26. ACKNOWLEDGEMENT

Your directors place on record their sincere
appreciation for the dedicated services and
continued commitment of all employees of the
Company. Directors also extend their gratitude for
the consistent support and cooperation received
from banks, government and regulatory authorities,
stock exchanges, customers, vendors.

For and on behalf of the Board of Directors

Sandeep Shashikantha Rao M Mohan

Place: Bengaluru Managing Director & CEO Whole Time Director

Date: May 15, 2025 DIN: 10838251 DIN: 03610282

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Mar 31, 2024

On behalf of the Board of Directors of the Company, it gives us immense pleasure in presenting the Seventh Board''s Report along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2024.

1. FINANCIAL PERFORMANCE

The Company has prepared the Standalone and Consolidated financial statements for the financial year ended March 31,2024, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013. Key highlights of financial performance of the Company for the financial year ended March 31,2024, as compared to previous year is provided below:

? in ? in

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Particulars
Gross Revenue	1294.29	1465.95	1294.29	1466.36
Profit before interest, depreciation and tax	(91.91)	150.26	(92.03)	150.66
Profit before tax	(488.33)	(44.78)	(488.42)	(44.81)
Profit after tax	(566.87)	(22.21)	(566.96)	(22.24)
EPS (basic) on the basis of '' 10/- per share	(157.48)	(6.17)	(157.62)	(6.16)
EPS (diluted) on the basis of '' 10/- per share	(157.48)	(6.17)	(157.62)	(6.16)

2. BUSINESS OVERVIEW

We are a global, pureplay Active Pharmaceutical Ingredients (API) company engaged in the manufacturing and development of APIs and offering Contract Manufacturing and Development Services for global companies. We have a highly compliant manufacturing footprint spread over six large scale multi-product facilities supported by a team of 2100 employees. Our business is spread across 70 countries with extensive operations in the key markets of North America, Europe, Japan, South Korea and the Middle East and North Africa. New programs were introduced for cost improvement, better capacity utilization, operating cost savings, inventory right sizing and talent development. The Company remains optimistic about accelerating all the levers of its strategy and is confident in delivering long term value to our stakeholders.

3. DIVIDEND

The Board of Directors of the company has not recommended dividend for the financial year 202324. During the year under review, your company has not made any transfer to the reserves.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has adopted a Dividend Distribution Policy. The said Policy is available on the Company''s website and can be accessed at investor page of our company''s website https://solara.co.in/wp-content/ uploads/2023/07/Dividend Distribution Policy.pdf

4. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024, stood at '' 120,00,00,000/- divided into 12,00,00,000 equity shares of '' 10/- each.

There has been no increase in the Paid-up share capital of the Company during the financial year.

The Issued, Subscribed and Paid-up Equity share capital of the Company as on March 31,2024, stood at '' 35,99,62,670/- divided into 3,59,96,267 equity shares of '' 10/- each.

5. FUND RAISING

On May 9, 2024, the Rights Issue Committee of the Board at its meeting approved the issuance of 1,19,98,755 Equity Shares of face value of 10 each at a price of 375 per Equity Share (including a premium of '' 365 per Equity Share), to existing equity shareholders on the record date (May 15, 2024) on ''rights'' basis for an amount aggregating to '' 449.95 Crores. The issue will be on partly paid-up basis with 3 calls, i.e., application money, first call and second call. The issue opened for subscription on May 28, 2024 and will close on June 11, 2024.

6. EMPLOYEES STOCK OPTION PLAN

The company has formulated an ESOP Scheme titled "Solara Employees Stock Option Plan 2018”.

During the year under review, Nomination and Remuneration Committee of the Board (NRC) has granted 2,50,000 options convertible into equal

number of equity shares of face value of '' 10/-each to the senior management personnel of the Company. Statement giving detailed information on stock options granted to Employees as required under the Companies Act and SEBI Regulations is enclosed as Annexure 8 to this Report. The details under Regulation 14 of SEBI (SBEB) Regulations, 2021 is available on the Company''s website and can be accessed from the weblink: https://solara.co.in/ investor-relations/general-meeting

7. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report. However, as stated in point 5 above, the Company is proposing to raise funds through a rights issue which is currently open for subscription.

8. SUBSIDIARIES

The details of Subsidiary Companies and their financial position as required under the first proviso to Section 129(3) is given in Form AOC-1 as Annexure-1 as part of this report. During the year under review the Company has divested its entire shareholding in Sequent Penems Private Limited to Symbio Generrics India Private Limited for a consideration of '' 12.50 crores and consequently, Sequent Penems Private Limited ceased to be a subsidiary of the Company with effect from April 25, 2024.

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to Corporate Governance guidelines as laid out in the Listing Regulations.

The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from M/s. Mohan Kumar and Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report. There are no observations or adverse remarks in the said certificate.

As required by Listing Regulations, a certificate from M/s. Mohan Kumar and Associates, Practicing Company Secretary confirming that none of the directors on the Board of the Company have been

debarred or disqualified from being appointed or continuing as directors of the companies is attached to this report as Annexure 7.

Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, the Company has obtained an Annual Secretarial Compliance Report from M/s. Mohan Kumar and Associates, Practicing Company Secretaries confirming compliance of SEBI Regulations / Circulars / Guidelines issued thereunder and applicable to the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Schedule V of Listing Regulations "Management Discussion and Analysis” is given separately and forms part of this Report.

11. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-24, the Directors met eight times i.e., on May 12, 2023; July 5, 2023; August 14, 2023; October 19, 2023; November 14, 2023; February 14, 2024, February 23, 2024, and March 8, 2024

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date of this report, the Board has 9 directors comprising of 2 Executive Directors, 3 NonExecutive Directors and 4 Independent Directors. The Chairman of the Board is a Independent Director. The details of each member of the Board as on the date of this report forms part of Corporate Governance Report.

Retiring by Rotation:

a) Mr. Arun Kumar Pillai, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his reappointment.

b) Mr. Kartheek Raju Chintalapati, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his reappointment.

Detailed profile of the Directors retiring by rotation is attached as Annexure 5 to this report

Change in directors and key managerial personnel during the year:

1. Mr. Jitesh Devendra resigned from the post of Managing Director of the Company on July 5, 2023.

2. Mr. Poorvank Purohit was appointed as Managing Director & Chief Executive Officer of the Company on July 5, 2023, and he has been designated as Key Managerial Personnel.

3. Mr. Kartheek Raju Chintalapati was appointed as Non-Executive Director of the Company on July 5, 2023

4. Mr. S Hariharan resigned from the post of Executive Director & CFO on July 31, 2023.

5. Mr. Nirmal P Bhogilal resigned from the directorship of the Company on July 19, 2023.

6. Mr. Aditya Puri resigned from the directorship of the Company on August 5, 2023

7. Mrs. Vineeta Rai resigned from the directorship of the Company on August 5, 2023

8. Mr. PV. Raghavendra Rao was appointed as Chief Financial Officer of the Company on October 26, 2023, and he has been designated as Key Managerial Personnel. Mr. P.V. Raghavendra Rao resigned from the post of Chief Financial Officer of the Company on February 15, 2024.

9. Mr. Rajendra Kumar Srivastava was appointed as Independent Director of the Company on November 14, 2023.

10. Mr. Rajiv Vijay Nabar was appointed as Independent Director of the Company on November 29, 2023.

11. Mr. M Mohan was appointed as Executive Director of the Company with effect from February 14, 2024, and he has been designated as Key Managerial Personnel

12. Mr. Arun Kumar Baskaran was appointed as Chief Financial Officer of the Company on March 8, 2024, and he has been designated as Key Managerial Personnel

The following are the Key Managerial Personnel (KMPs) as on the date of this report:

- Mr. Poorvank Purohit, Managing Director & Chief Executive Officer

- Mr. M. Mohan, Executive Director & COO

- Mr. Arun Kumar Baskaran, Chief Financial Officer

- Mr. S. Murali Krishna, Company Secretary

13. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013 each Independent Director has confirmed to the Company that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b)

of the Listing Regulations and that they are not aware of any circumstances or situations, which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence. In the opinion of the Board, all Independent Directors are independent of the management.

During the year under review, a meeting of Independent Directors was held on February 14, 2024. This meeting was conducted without the presence of other Non-Independent Directors and members of management. During the meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Chairman, and the Board as a whole. They also assessed the quality, quantity, and timeliness of the information flow between the Company''s management and the Board of Directors.

14. BOARD EVALUATION

The Companies Act and Listing Regulations relating to Corporate Governance contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors, and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out through a questionnaire for peer evaluation on various parameters.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the NRC Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director in meetings, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment. Performance evaluation of the Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors expressed their satisfaction with the evaluation process.

15. PARTICULARS OF EMPLOYEES

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure 6 to the Boards'' report

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken "Corporate Social Responsibility (CSR)”, initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities undertaken during the financial year 2023-24 is enclosed as Annexure-2 to this Report.

17. RISK MANAGEMENT

The Company has a risk management framework for the identification and management of risks.

In line with the requirement under the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), comprising of members of the Board and Senior Management personnel. Composition of RMC is provided in the Corporate Governance Report, which forms part of this Report.

RMC is entrusted with the responsibility of overseeing strategic, operational and financial risks that the organization faces, along with the adequacy of mitigation plans to address such risks.

Additional details relating to Risk Management are provided in the Management Discussion and Analysis report forming part of this Report.

18. RELATED PARTY TRANSACTIONS

All related party transactions or arrangements entered into by the company during the financial year were on an arm''s length basis and were in the ordinary course of business. In Compliance with the provisions of the Act and Regulation 23(2) of the SEBI Regulations, 2015, all related party transactions had been placed before the Audit Committee for prior approval.

Pursuant to Section 134(3) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014

information pertaining to related parties are given in Form AOC-2 as Annexure-9 of the report. The Policy adopted by the Company can be viewed at website of the Company at https://solara.co.in/wp-content/ uploads/2023/07/Solara-Policy-on-Related-Party-Transactions.pdf

19. LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made, loans given and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Note No. 47 to the Standalone Financial Statements in the Annual Report.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and at arm''s length basis. The transactions with related parties are disclosed in Note No. 40 to the Standalone Financial Statements in the Annual Report. The disclosure of contracts or arrangements with related parties for material transactions is furnished in Form AOC-2 as Annexure 9 as part of this report.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company. Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries, or relatives, etc. that may have potential conflict with the interests of the Company at large.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

22. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) was reappointed as Statutory Auditors of the Company at the Sixth Annual general meeting of the company held on September 15, 2023, for a period of 4 years and will hold the office till the conclusion of the 10th AGM of the Company. The Auditor''s report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2024, does not contain any qualification, observation or adverse comment.

Secretarial Audit Report

M/s. Mohan Kumar & Associates, Practicing Company Secretaries, Chennai, is the Secretarial Auditor for the Company.

The Secretarial Audit for the financial year 2023-24, inter-alia, included audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by SEBI amongst others.

The Secretarial Audit Report is enclosed as Annexure 4 to the Board''s Report.

There are few observations in the Secretarial Audit Report and the following are the responses to the same.

The Company is in regular compliance with the regulations of SEBI (LODR), however in some occasions there was some delay due to some technical glitches in the Stock Exchange portal while uploading the documents.

Ms. Vineetha Mohanakumar Pillai (immediate relative of a designated person, belonging to the promoter group) had sold 25,000 shares during the closure of trading window without obtaining pre-clearance from the Compliance officer. With regard to said transaction the Company has reported the same to the Audit Committee and the Stock Exchanges.

Internal Auditors

M/s. Price Waterhouse Coopers, Chartered Accountants are the Internal Auditors of the Company. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee''s meetings.

The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by the Company.

Cost Auditors and Cost Records

Mr. K. Suryanarayanan, Cost Accountant (Membership No.24946) has carried out the Cost Audit for the applicable business for the year under review.

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board of Directors had appointed Mr. K. Suryanarayanan, Cost Accountant (Membership No.24946) as Cost Auditor of the

Company for the financial year 2023-24. Proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders.

The company is maintaining cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

Reporting of Frauds by Auditor

During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the company by its officers or employees, the details of which need to be mentioned in the Board''s report.

23. INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate framework for Internal Financial Controls (”IFC”) as required under Section 134 (5) (e) of the Companies Act, 2013.

During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

24. OTHER DISCLOSURES

Nature of Business of the Company

There has been no change in the nature of business of the Company during the year under review.

Public Deposits

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Credit Rating

During the year under view, CRISIL has reaffirmed credit rating of CRISIL BBB / Negative for long term debt and CRISIL A3 for short term debt.

Vigil Mechanism / Whistle Blower Policy

The Company in compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations has established a Whistle Blower Policy in place as part of its vigil mechanism. The policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to the matters

concerning the Company. Protected disclosures are appropriately dealt with by the Whistle Officer or the Chairman of the Audit Committee. The policy is also available on the Company''s website at https:// solara.co.in/wp-content/uploads/2023/07/Solara Whistle-Blower-Policy-1 .pdf

Policy on Directors Appointment and Remuneration

The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Companies Act, 2013 is available on the Company''s website at https://solara.co.in/wp-content/uploads/2023/07/ Solara_Nomination_Remuneration-Policy.pdf

Insurance

The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and the rules made thereunder, Annual Returns filed by the Company for the prior financial years has been uploaded on the website of the Company and can be accessed at https://solara.co.in/wp-content/ uploads/2024/08/Draft-Annual-Return-FY-2023-24. pdf

Draft Annual Return for the financial year ended March 31, 2024, is also uploaded in the above section. Upon filing the same with Registrar of Companies, filed return shall be updated.

Other Confirmations

During the year under review, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year. During the year, there was no one-time settlement done with the Banks or Financial Institutions.

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI)

The Directors state that the applicable Secretarial Standards have been followed during the Financial Year 2023-24.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - 3 to this Report.

Disclosure under the Sexual harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2023-24.

The Internal Committee of the Company has filed annual return for the calendar year 2023. The following is the summary of the complaints received and disposed-off during FY24: (i) No. of complaints filed during the financial year: Nil (ii) No. of complaints disposed-off during the financial year: Nil (iii) No. of complaints pending as on the end of financial year: Nil. Further, the Company also organizes and conducts various training programmes, from time to time, for awareness on the provisions of POSH Act.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the company from environmental, social and governance perspective is provided separately and forms integral part of this Annual Report. BRSR as a part of Annual Report is available on the company''s website.

27. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those that relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward-looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

28. ACKNOWLEDGEMENT

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks during the year under review. Your directors also place on record their deep sense of appreciation for the continued support of customers, suppliers, employees, and investors of the company.

For and on behalf of Board of Directors

Poorvank Purohit M Mohan

Managing Director & CEO Executive Director Place: Bengaluru DIN: 10158900 DIN: 03610282

Date: May 29, 2024

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Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the First Annual Report of Solara Active Pharma Sciences Limited (the Company) together with the audited financial statements for the period from February 23, 2017 to March 31, 2018.

1. FINANCIAL SUMMARY

Rs. in Million

Financial Results for the period from February 23, 2017 to March 31, 2018	Standalone	Consolidated
	31.03.2018	31.03.2018
Gross Revenue	5,626.89	5,628.61
Profit before interest, Depreciation and Tax	636.75	620.77
Profit before tax	19.50	1.97
Profit after tax	19.50	3.37
Appropriated as follows
Dividend on Equity Shares	Nil	Nil
Tax on Dividend	Nil	Nil
Transfer to General Reserve	Nil	Nil
EPS (diluted) on the basis of Rs.10/- per share	1.74	0.30

Your Directors in their meeting held on March 20, 2017 approved a Scheme of Arrangement (‘Scheme’) between the Company, Strides Shasun Limited (Strides) and Sequent Scientific Limited (SeQuent). In terms of the Scheme Commodity API business of Strides Shasun Limited (Strides) and Human API business of Sequent Scientific Limited (SeQuent) were demerged to the Company. The Scheme was approved by the Shareholders on December 27, 2017 and the Hon’ble National Company Law Tribunal, Mumbai Bench approved the scheme vide their order dated March 9, 2018.

The financials of the Company were drawn up giving effect to the Scheme with an appointed date as October 1, 2017.

A detailed analysis of the operations of the company has been provided in the management discussion and analysis report, which forms a part of this annual report.

2. BUSINESS OVERVIEW

Our Company is a global, R&D focused, pure-play API company engaged in manufacturing and development of APIs and offering services, including CRAMS and contract Manufacturing for APIs. Formed pursuant to the demerger of the commodity API business of Strides and the human API business of Sequent, our company is young but backed with a significant pharma experience of over 30 years. With five globally compliant manufacturing facilities, a presence in over 40 countries, as on April 1, 2018, a basket of diversified, high-value products and established customer relationships, we are poised to create value in the B2B space of API manufacturing and development.

Our Company brings together the Demerged Undertakings of Strides and Sequent, with the aim of providing an inorganic thrust to the organic growth demonstrated by the companies in the last two decades. We intend to capitalise on the significant experience of Strides in therapeutic areas such as pain management, anti-malaria, tuberculosis and hyperphosphatemia and its niche portfolio of products in therapeutic categories such as chronic kidney disease, NSAIDS and CNS related products.

Our Company is involved in API manufacturing and contract manufacturing services for APIs, and has differentiated capabilities to create value for its varied customer base. We have extensive operations including in North America, parts of Latin America, Europe, along with deep roots in Japan, South Korea, India, the Middle East and North Africa.

Our API business comprises of manufacture and development of generic and commercial APIs including in the anthelmintic, antimalarial, anti-infective, antipsychotic, anti-infective and hyperkalemia categories. The other business of our Company comprises of CRAMS services for APIs, contract development, custom synthesis and contract manufacturing. Our Company also has the capabilities to provide analytical and regulatory support by capitalizing on its global regulatory expertise.

3. CHANGE IN NAME OF THE COMPANY

During the year under review, your Company name changed from SSL Pharma Sciences Limited to Solara Active Pharma Sciences Limited.

4. SHARE CAPITAL

The Company was incorporated with a paid up capital of Rs.1,00,000/- (Rupees one lakh only) consisting of 10,000 equity shares of Rs.10/- each.

The share entitlement ratio as per the scheme is as under:

For demerger of Commodity API business: 1 equity share of Rs.10 each of the Company for every 6 equity shares of Rs.10 each held in Strides.

For demerger of Human API business: 1 equity share of Rs.10 each of the Company for every 25 equity shares of Rs.2 each held in Sequent.

Record Date was fixed for determination of shareholders is April 9, 2018.

Pursuant to the Scheme:

a) The Board of Directors in their meeting held on April 11, 2018, allotted 2,46,74,267 equity shares of Rs.10/- each to the shareholders of Strides and SeQuent as per the share entitlement ratio defined in the Scheme.

b) The Authorised Share Capital of the Company increased from Rs.1,00,000/- to Rs.30,00,00,000/

c) The existing paid up share capital of Rs.1,00,000/stands cancelled as per the NCLT order.

Consequent to the above, the Issued, Subscribed and Paid-up Share Capital of the Company has become Rs.24,67,42,670/- divided into 2,46,74,267 equity shares of Rs.10/- each.

5. DIVIDEND

The Board of Directors of the company has not recommended any dividend for the financial year ended March 31, 2018.

6. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report.

7. SUBSIDIARIES

The details of Subsidiary Companies and their financial position as required under the first proviso to Section 129(3) is given in Form AOC-1 in Annexure-1 as part of this report.

8. CORPORATE GOVERNANCE

The Company on April 11, 2018 has re-constituted the Board in accordance with SEBI LODR and have also adopted requisite code prescribed under SEBI LODR.

The Company is in compliance with the requirements of corporate governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Even though the Corporate Governance report requirement does not apply to the Company as the Company was not listed during the reporting financial year, as a good governance practice, a separate report on Corporate Governance to the extent applicable to the Company is annexed to this report.

The Managing Director and CFO certification as required under the SEBI Listing Regulations is attached as Annexure - 7 to this report.

9. MANAGEMENT DISCUSSION AND ANALYSIS

The requirement of Management Discussion & Analysis report does not apply to the Company for the reporting financial year as it was not listed during the reporting year. However, as a good governance practice, “Management Discussion and Analysis” is given separately and forms part of this Report.

10. COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company comprises of well qualified and experienced persons having expertise in their respective areas. It has appropriate combination of Executive, Non-Executive Directors and Independent Directors, as required under the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and represents an optimal mix of professionalism, knowledge and experience.

During the financial year 2017-18, the Directors met six times i.e., on 24.04.2017; 02.08.2017; 16.10.2017; 01.02.2018; 26.03.2018 and 31.03.2018.

11. DIRECTORS/KEY MANAGERIAL PERSONNEL

Pursuant to Board reconstitution, as on date of this report, the Board comprised of 6 directors comprising of 2 Executive Directors, 1 Non-Executive Director and 3 Independent Directors. Chairman of the Board is Non-Executive. The details of each members of the Board as on the date of this report forms part of Corporate Governance Report.

Appointments / Inductions:

a) Mr. Deepak C Vaidya has been appointed as Non-Executive Director (Additional Director) of the Company effective from April 11, 2018, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend his appointment as Non-Executive Director of the Company, liable to retire by rotation.

b) Mr. Nirmal P Bhogilal has been appointed as an Independent Director (Additional Director) of the Company effective from April 11, 2018, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend his appointment as an Independent Director of the Company for a period of five consecutive years effective from April 11, 2018, not liable to retire by rotation.

c) Mr. R. Ramakrishnan has been appointed as an Independent Director (Additional Director) of the Company effective from April 11, 2018, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend his appointment as an Independent Director of the Company for a period of five consecutive years effective from April 11, 2018, not liable to retire by rotation.

d) Dr. Kausalya Santhanam has been appointed as an Independent Director (Additional Director) of the Company effective from April 11, 2018, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend her appointment as an Independent Director of the Company for a period of five consecutive years effective from April 11, 2018, not liable to retire by rotation.

e) Mr. Jitesh Devendra who is a Director since incorporation has been appointed as Managing Director of the Company effective from April 11, 2018, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend his appointment as Managing Director of the Company for a period of three years with effect from April 11, 2018, liable to retire by rotation.

f) Mr. S. Hariharan who is a Director since incorporation has been appointed as Executive Director-Finance and Chief Financial Officer of the Company effective from April 11, 2018, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Your directors recommend his appointment as Executive Director-Finance and Chief Financial Officer of the Company for a period of three years with effect from April 11, 2018, liable to retire by rotation.

Detailed profile of the Directors is attached as Annexure - 6 to this report.

The Company has received requisite notices together with necessary deposits from the member proposing the election of Mr. Deepak C Vaidya, Mr. Nirmal P Bhogilal, Mr. R. Ramakrishnan and Dr. Kausalya Santhanam as Directors of the Company pursuant to Section 160 of the Companies Act, 2013.

Resignations:

Dr. P. Sathyanarayan, Director, resigned with effect from April 11, 2018. The Board places on record its appreciation for the services rendered by him during his association with the Company.

Mr. Jagdish V Dore, who was appointed as an Independent Director, resigned with effect from August 3, 2018 due to pre-occupation. The Board places on record its appreciation for the services rendered by him during his association with the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following are the Key Managerial Personnel (KMPs) of the Company:

Mr. Jitesh Devendra, Managing Director

Mr. S. Hariharan, Executive Director-Finance & Chief Financial Officer

Mr. B. Sreenivasa Reddy, Chief Operating Officer, and

Mr. S. Murali Krishna, Company Secretary

Policy on Directors Appointment and Remuneration

The Directors of the Company are appointed by shareholders at the General Meetings.

As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The remuneration policy of the Company has been so structured in order to match the market trends of the industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors.

12. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken “Corporate Social Responsibility (CSR)”, initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities undertaken during the financial year 2017-18 is enclosed as Annexure -2 to this Report.

14. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in place as part of its vigil mechanism. The policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to the matters concerning the Company. Protected disclosures are appropriately dealt with by the Whistle Officer or the Chairman of the Audit Committee. The policy is also available on the Company’s website at www.solara.co.in

15. INSURANCE

The assets / properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc. and against other perils that are considered necessary by the management.

16. RISK MANAGEMENT

The Company has a risk management framework for identification and managing risks. Please refer the ‘Management Discussion and Analysis’ report forming part of the Annual Report for additional details.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented framework for internal financial controls as required under Section 134 (5) (e) of the Companies Act, 2013.

18. LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made, loans given and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Note No. 40 to the Standalone Financial Statements in the Annual Report.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and at arm’s length basis. Hence disclosure under Form AOC-2 is not part of this report. However, transactions with related parties are disclosed in Note No. 40 to the Standalone Financial Statements in the Annual Report.

The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company.

Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

21. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in form MGT-9 as on March 31, 2018 is attached as Annexure - 3 forming part of this Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - 4 to this Report.

23. AUDIT REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for the financial year ended March 31, 2018.

24. STATUTORY AUDITORS

The Board of Directors of the Company had recommended the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firms Registration No. (117366W/ W-100018) as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 1st AGM till the conclusion of the 6th AGM of the Company to be held in the Financial Year 2022-23.

25. COST AUDITOR

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board of Directors had appointed Mr. K. Suryanarayanan, Cost Accountant (Membership No.24946) as Cost Auditor of the Company for the financial year 2018-19. Proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders.

26. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. JM & Associates, Practicing Company Secretaries, Chennai, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 in Form MR-3 is attached as Annexure - 5 to this report. The Secretarial Audit report does not contain any qualification, reservation or adverse report.

The Board confirms the compliance of the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi.

27. LISTING ARRANGEMENTS

Pursuant to the Scheme, the Company’s equity shares were listed in the BSE Limited and National Stock Exchange of India Limited and trading commenced in both the exchanges on June 27, 2018.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2017-18.

29. PUBLIC DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) t hey have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) t hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks during the year under review. Your Directors also place on record their deep sense of appreciation for the continued support of customers, suppliers, employees and investors of the company.

For and on behalf of Board of Directors

Jitesh Devendra S. Hariharan

Place: Bengaluru Managing Executive

Date: 03.08.2018 Director Director-Finance