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SOLARA ACTIVE PHARMA SCIENCES LIMITED Board/Management Information 2021

Aug 4, 2021

61842_rns_2021-08-04_686db9e8-dd51-4de2-a0f3-e30ad25cf887.pdf

Board/Management Information

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August 4, 2021

Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051

Scrip Code: 541540 Scrip Code: SOLARA

The BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra-Kurla Complex

Dear Sirs,

Sub: Outcome of Board Meeting

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform that at the meeting of Board of Directors held today (August 4, 2021) the Directors has inter-alia amongst other subject approved the following:

  • Appointment of Mr. Aditya Puri (DIN: 00062650) as Additional / Independent Director and Chairman of the Company with effect from August 4, 2021.
  • Appointment of Mr. Arun Kumar Pillai (DIN: 00084845) as Additional / Non- Executive Director of the Company with effect from August 4, 2021.
  • Appointment of Mr. Rajender Juvvadi Rao (DIN: 00083540) as Additional / Executive Director & Vice Chairman of the Company with effect from August 4, 2021.
  • Appointment of Mr. Kartheek Chintalapati Raju (DIN: 02921819) as Additional / Non-Executive Director of the Company with effect from August 4, 2021.
  • Appointment of Ms. Vineeta Rai (DIN: 07013113) as Independent Director of the Company subject to approval of Shareholders.
  • Resignation of Mr. Deepak Calian Vaidya (DIN: 00337276) as Non-Executive Director / Chairman of the Company with effect from August 4, 2021.
  • Resignation of Mr. Ronald Tjeerd De Vries (DIN: 08265610) as Independent Director of the Company with effect from August 4, 2021. Further, the Company has received confirmation from Mr. Ronald Tjeerd De Vries that there are no other material reasons for his resignation

other that those which is provided in the resignation letter dated August 04, 2021. The said confirmation received is enclosed as Annexure B.

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the appointed / resigned Directors are attached as Annexure A.

We request you to take the same on record.

Thanking you, Yours faithfully,

For Solara Active Pharma Sciences Limited

S. Murali Krishna Company Secretary

Annexure A

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. Appointment of Mr. Aditya Puri.

No. Particulars Remarks
1. Name Aditya Puri (DIN 00062650)
2. Reasonforchangeviz., Mr. Aditya Puri, is appointed as Additional /
appointment or otherwise Independent Director and Chairman of the Company
with effect from August 4, 2021.
3. DateofAppointmentand The Board of Directors of the Company has given it
term of Appointment consent for appointment as Independent Director
and Chairmanof the Company based on the
recommendation of Nomination & Remuneration
Committee of the Company w.e.f. August 4, 2021 for
a period of five (5) years, subject to the approval of
shareholders.
4. Brief Profile Recognized as a stalwart of the Indian banking andfinancial services industry, Mr. Puri was the iconic
Founder-Managing Director and Chief Executive
Officer of HDFC Bank from its inception in 1994 until
his retirement from the position in October 2020,
earning the distinction of having been the longest
serving head of a private bank in India.
Under his stewardship, the publicly traded bankscaled great heights to become India's largest
private sector lender by assets, India's most valuable
bank by marketcapitalization and India's most
valuable brand for the sixth consecutive year in 2019.
NotonlywasMr.Puri'svisionaryleadership
instrumental in HDFC Bank's outstanding growth
and value creation for all stakeholders, but it also led
the way for several firsts and milestones for Indian
private sector banking as a whole.
Prior to setting up HDFC Bank, he was Chief
Executive Officer of Citibank Malaysia with nearly
two decades of overall banking experience across
markets with Citibank. Mr. Puri has been conferred
with several prestigious awards, accolades and titles

for his exceptional contribution to Indian industry,including successive appearances in Barron's world's30 best CEOs lists.
Mr.PuriwasinductedintotheCharteredAccountants Hall of Fame by the Institute ofChartered Accountants of India (ICAI), becoming thefirst member of ICAI to be honored with this award.AprofilebytheEconomistinOctober2020describing him as the world's best banker onlyfurther underscored Mr. Puri's towering internationalreputation.
He is also a Director on the Board of the followingCompanies: -•SALISBURY INVESTMENTS PRIVATE LIMITED•STELIS BIOPHARMA LIMITED
5. Disclosureofrelationshipbetween directors •API HOLDINGS PRIVATE LIMITEDNil
6. InformationasrequiredunderCircularNo.LIST/COMP/14/2018-19andNSE/CML/2018/02 dated June20, 2018 issued by the BSE andNSE, respectively. Mr. Aditya Puri is not debarred from holding officeof a Director by virtue of any SEBI Order or any othersuch authority.

Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

No. Particulars Remarks
1. Name Mr. Arun Kumar Pillai (Arun)(DIN 00084845)
2. Reasonforchangeviz.,appointment or otherwise Arun is appointed as Additional / Non- ExecutiveDirector of the Company with effect from August 4,2021, subject to the approval of shareholders.
3. DateofAppointmentandterm of Appointment Date of Appointment: August 4, 2021Term of Appointment:
The Board of Directors has given its consent forappointment as Additional / Non- Executive DirectoroftheCompanyontherecommendationofNomination & Remuneration Committee of theCompany to hold office as Additional Director uptothedateofensuingGeneralMeetingofthe
4. Brief Profile Company.Arun Kumar is a first-generation entrepreneur and isknown for his intellect of picking "difficulttooperate" domains with high scarcity value. Hefounded Strides Pharma Science Limited (Strides) in1990 and has since led the company in building aglobal reputation with a differentiated businessmodel and delivering value for its stakeholders (Over$5.0 billion value creation for shareholderswhileholding the corporate record for the most extensivedividend distribution in India).Besides founding Strides, Arun's family office (Setupin the early 2000s) run adifferentiated set ofinvestments spread across several companies with acombined revenue base over a billion dollars and aninvested capital over half a billion dollars.
Arun is credited to have co-founded and built India'slargest fully integrated Animal Health Company -SeQuent (recently sold to Carlyle) and founded &built Solara to become India's second largest ActivePharmaceutical Ingredient (API) in under four years.InpartnershipwithTPG,ArunfoundedStelisBiopharmaceuticals and Steriscence aspeacialityinjectable platform. Stelis Biopharmaceuticals is a

2. Appointment of Mr. Arun Kumar Pillai.

fullyintegratedCDMOwithcapabilitiesinMammalian, Microbial and Viral Vector vaccines andhas recentlyinvested in mRNA & DNA platformtechnologies. .The businesses run under Arun's leadership /ownership have a presence in 100+ countries with7000+ employees with over 30 global manufacturing
facilities.Arun is a recipient of E&Y Entrepreneur of the yearaward in the Healthcare sector in 2000. He has alsobeen awarded the Business Today "India Best CEOAward (Mid- Sized Companies Category)" and the"Best CEO in the Pharma & Healthcare Industry" in2014. Hailing from Kerala and brought up in Ooty,
Arun graduated in Commerce and began his careerin 1981 at the exports department of Bombay DrugHouseLimited, one of the earliest exporters ofpharmaceuticalsproductsfromIndia.Helaterworked as General Manager-Exports with BritishPharmaceuticals Limited, a Mumbai based Company.
He is also a Director on the Board of the followingCompanies: -•STRIDES PHARMA SCIENCE LIMITED•STELIS BIOPHARMA LIMITED
5. Disclosureofrelationshipbetween directors Nil
6. InformationasrequiredunderCircularNo.LIST/COMP/14/2018-19andNSE/CML/2018/02 dated June20, 2018 issued by the BSE andNSE, respectively. Mr. Arun Kumar is not debarred from holding officeof a Director by virtue of any SEBI Order or any othersuch authority.

Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

No. Particulars Remarks
1. Name Mr. Rajender Juvvadi Rao (Raj)
(DIN 00083540)
2. Reasonforchangeviz., Raj is appointed as Additional / Executive Director &
appointment or otherwise Vice Chairmanof the Company with effect from
August4,2021,subjecttotheapprovalof
shareholders.
3. DateofAppointmentandterm of Appointment Date of Appointment: August 4, 2021
Term of Appointment:
The Board of Directors has given its consent for
appointment as Additional / Executive Director &
ViceChairmanoftheCompanyonthe
recommendation of Nomination & Remuneration
Committee of the Company to hold office as
Additional Director upto the date of ensuing General
Meeting of the Company
4. Brief Profile Academic Qualifications:
Mechanical Engineering from Osmania University
1988. PGDIT from Indian Institute of Foreign Trade
(IIFT) New Delhi 1992.
CommencedProfessionalcareerwithReliance
Industries Ltd handling exports of Liquids.
1996-1998 Nicholas Piramal Ltd: Joined as the first
Employee for Nicholas Piramal. Started Pharma
tradingbusinessandlaterco-founded"ra
chempharma" in 2003 and acquired a loss making
company. Transformed the loss making acquisition
into a viable profit making unit within a span of two
years. Envisioned an integrated vertical model as the
essence of success and value creation in pharma – a
move that initiated a series of acquisitions and
amalgamations. This resulted in creation of an API,
FDF and a Bio analytical and bio equivalence study
facility completing the vertical integration. Focus on
organicgrowththereafterledtobusiness
consolidation and building of teams of integrity,
competencies and abilities. The three divisions put
together had around 1000 employees. The product
identificationandselection,developingniche

3. Appointment of Mr. Rajender Juvvadi Rao.

products under API and FDF and bringing in verticalintegration into certain products have been the keystrengths that Raj has brought to fore in driving RaChem into the entity that it had evolved into. RaChem faced multiple regulatory audits from USFDA,UK MHRA, European authorities across all the threedivisions and the teams had reached a state ofpreparednessthatenablespracticinghigheststandards of manufacturing and record keeping thatenables Audit readiness on anongoing basis. Awidely dispersed shareholding led to a decision tosell majority stake in "ra chem" to Microlabs,Bengaluru towards end of 2016 that enabled him toventure into and create a new entity Aurore LifeSciences Pvt Ltd – a pure play API Player.Within Four years of its journey, Aurore has reachedRevenues of about INR 550 crores with a healthybottomlineandhascreatedmanufacturingcapacities of 800 KL.Aurore is poised for anaggressive growth with the backing of a verycompetitive team including a strong R&D team.He is also a Director on the Board of the followingCompanies: -•Aurore Life Sciences Private Limited
•Aurore Pharmaceuticals Private Limited•R. A. Labels and Stickers Private Limited
5. Disclosureofrelationshipbetween directors Nil
6. InformationasrequiredunderCircularNo.LIST/COMP/14/2018-19andNSE/CML/2018/02 dated June20, 2018 issued by the BSE andNSE, respectively. Mr. Rajender Juvvadi Rao, is not debarred fromholding office of a Director by virtue of any SEBIOrder or any other such authority.

Solara Active Pharma Sciences Limited Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

4. Appointment of Mr. Kartheek Chintalapati Raju.

No. Particulars Remarks
1. Name Mr. Kartheek Chintalapati Raju (Kartheek)
(DIN 02921819)
2. Reasonforchangeviz., Kartheek is appointed as Additional / Non- Executive
appointment or otherwise Director of the Company with effect from August 4,
2021, subject to the approval of shareholders.
3. DateofAppointmentand Date of Appointment: August 4, 2021
term of Appointment
Term of Appointment:
The Board of Directors has given its consent for
appointment as Additional / Non- Executive Director
oftheCompanyontherecommendationof
Nomination & Remuneration Committee of the
Company to hold office as Additional Director upto
thedateofensuingGeneralMeetingofthe
Company .
4. Brief Profile Mr. Kartheek has over ten years of experience in
Investment and Consulting. At iLabs, he focuses on
investments across Pharma, Power, and Commercial
Real Estate sectors.
He is passionate about identifying opportunities and
has worked closely with the Founders in scaling up
the operations and putting the companies on a
higher growth trajectory. Under Special Situations
Platform of iLabs, Kartheek has played a pivotal role
in acquiring distressed assets in Power, Pharma, Real
Estate and Defence sectors, and worked with the
Management in transforming them into profitable
ventures.
KartheekholdsaBachelorofBusiness
Administration Degree in Economics, Accounts and
Finance from Claremont McKenna College. Prior to
iLabs Group, Kartheek was a Business Analyst at
McKinsey & Company's Dubai Office.
He is also a Director on the Board of the following
Company: -
•Aurore Pharmaceuticals Private Limited
5. Disclosureofrelationship Nil
between directors

6. Information as required Mr. Kartheek Chintalapati Raju, is not debarred from
under Circular No. holding office of a Director by virtue of any SEBI
LIST/COMP/14/2018-19 and Order or any other such authority.
NSE/CML/2018/02 dated June
20, 2018 issued by the BSE and
NSE, respectively.
No. Particulars Remarks
1. Name Ms. Vineeta Rai (DIN: 07013113)
2. Reasonforchangeviz.,appointment or otherwise Ms. Vineeta Rai will be appointed as IndependentDirector of the Company subject to approval ofShareholders.
3. DateofAppointmentandterm of Appointment The Board of Directors has given its consent for herappointmentasIndependentDirectoroftheCompanybasedontherecommendationofNomination & RemunerationCommittee of theCompany, subject to the approval of shareholders.Ms. Vineeta Rai is 76 years old and in terms ofRegulation 17(1A) of SEBI LODR, 2015, shareholdersapproval by way of special resolution is required toappoint any person as non-executive director whohas attained the age of seventy five years.The Company will shortly be seeking shareholdersapprovalforthesaidappointmentandtheappointment will be made effective after receipt ofshareholders approval.
4. Brief Profile Ms. Vineeta Rai is a former IAS Officer and RevenueSecretary in the Government of India.Vineeta holds a B.A. (Hons) degree in History fromDelhi University, B.A. (American History and Politics)from Brandeis University, USA and a visiting Fellowin Public Administration at Queen Elizabeth House,Oxford University. She was voted as one of the 25Most Powerful Women in business in India in 2004.

5. Proposed Appointment of Ms. Vineeta Rai

VineetahasextensiveexperienceinPublicAdministration, particularly in the fields of HealthAdministration and Finance with work experience intheMinistryofHealthandFamilyWelfare,Government of India which interalia included DrugsandPreventionofFoodAdulterationandasSecretary Banking, Insurance and Revenue in theMinistry of Finance, Government of India. She alsoserved as a Director on the boards of several Banksand Insurance Companies.
An Officer of the 1968 IAS batch of the UnionTerritories cadre, Vineeta was is the first woman tohold the post of Revenue Secretary in the Ministry ofFinance.Vineeta was appointed by WHO as amember of the Global Vaccine Initiative during theperiod 1990 to Oct 1993. She was also the MissionDirector for Immunisation during this period.
Vineeta did a five-year stint with the UNFPA fromNov 1993 to March 1999 as the Regional Advisor forGender Population and Development for South andCentral Asia, Iran and Afghanistan.
Post retirement, Vineeta Rai was appointed MemberSecretary of the Second Administrative ReformsCommission and thereafter member of the Nationalconsumer Disputes Redressal Commission (during2010 to 2014).
She is also a Director on the Board of the following
Companies: -•INDRAPRASTHA MEDICAL CORPORATIONLIMITED•STELIS BIOPHARMA LIMITED
5. Disclosureofrelationship Nil
6. between directorsInformationasrequiredunderCircularNo.LIST/COMP/14/2018-19andNSE/CML/2018/02 dated June20, 2018 issued by the BSE andNSE, respectively. Ms. Vineeta Rai, is not debarred from holding officeof a Director by virtue of any SEBI Order or any othersuch authority.

Solara Active Pharma Sciences Limited Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. Resignation of Mr. Mr. Deepak Calian Vaidya.

No. Particulars Remarks
1. Name Mr. Deepak Calian Vaidya (DIN: 00337276)
2. Reasonforchangeviz.,appointment, resignation,or Resignation due to preoccupation.
otherwise Mr. Deepak Calian Vaidya has been associated withthe Company since April, 2018.
3. DateofAppointment/Cessation (as applicable) andterm of Appointment August 4, 2021.

2. Resignation of Mr. Ronald Tjeerd De Vries.

No. Particulars Remarks
1. Name Mr. Ronald Tjeerd De Vries (DIN: 08265610)
2. Reasonforchangeviz.,appointment, resignation,or Resignation due to preoccupation.
otherwise Mr. Ronald Tjeerd De Vries has been associated withthe Company since October, 2018.
3. DateofAppointment/Cessation (as applicable) andterm of Appointment August 4, 2021.

*******

Ronald Tjeerd De Vries (DIN 08265610) No.3, Lisnoe Avenue Mount Eden, Auckland New Zealand – 1024

August 4, 2021.

To: The Board of Directors, Solara Active Pharma Sciences Limited 201, Devavrata, Sector 17, Vasi Navi Mumbai – 400703.

Sub: Resignation from the post of Independent Director of the Company.

Dear Sir,

After having completed a pleasurable and fulfilling 3 years as Independent Director of Solara, I hereby tender my resignation from the Directorship of the Company as part of the board reconstitution process.

Kindly relieve me from the post of Director of the Company, per completion of the final board and audit committee meetings on August 4th 2021.

I would like to take this opportunity to convey my warm thanks to the Board for being there with me as part of the Solara growth Journey and wish the company all the best in its future endeavours.

I hereby confirm that there are no other material reasons other than those provided above.

Thanking you,

Yours sincerely

Ronald Tjeerd De Vries (DIN 08265610)