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SOLARA ACTIVE PHARMA SCIENCES LIMITED Board/Management Information 2025

Feb 21, 2025

61842_rns_2025-02-21_81673c4d-a9f8-4572-b406-9d271dd012b3.pdf

Board/Management Information

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Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

February 21, 2025

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

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

Scrip Code: 541540, 890202 Scrip Code: SOLARA, SOLARAPP

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Outcome of Board Meeting dated February 21, 2025

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015('SEBI Listing Regulations'), this is to inform you that the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, at its meeting held today i.e. February 21, 2025, inter- alia, transacted and approved the following businesses:

  • a) The proposal for closure of Solara Active Pharma Sciences LTDA, Brazil, Wholly Owned Subsidiary ("WoS") of the Company as there were no operations.
  • b) The Nomination and Remuneration Committee had approved the grant of 3,50,000 ESOP options to the eligible employees under Solara Employee Stock Option Plan, 2024 at Rs. 375/- per option (exercise price). The shares covered by such options are 3,50,000 equity shares.
  • c) Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors have approved the following changes of Board and Management as stated hereunder:
Sl. No. Name of the Official Resignation / Appointment
1 Mr. Sandeep Rao Appointment as an Additional Director - Managing Director
(DIN: 10838251) ("MD") and Chief Executive Officer ("CEO") on the Board
of Directors of the Company with effect from February 21,
2025 for a term of 3 (three) years subject to approval of the
Shareholders of the Company.
2 Mr. Poorvank Purohit He tendered his resignation as the MD & CEO of the
(DIN: 10158900) Company, with effect from February 21, 2025, citing personal
reasons. Consequently, he shall also cease to be the Director
and Member of the Committees of the Company. We further
confirmed that there are no material reasons other than the
reasons specified in the resignation letter received from Mr.
Poorvank Purohit.
3 Mr. Sarat Kumar Appointment as a Chief Financial Officer ("CFO") of the
Company and designated him as Key Managerial Personnel
("KMP") with effect from February 21, 2025
4 Mr.
Arun
Kumar
He tendered his resignation as a Chief Financial Officer &
Baskaran KMP with effect from February 21, 2025 citing personal
reasons.

Communication Address: Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

5 Mr. Vishal Mathur Appointment of Mr. Vishal Mathur as a Chief Business
Officer (CBO) in the capacity of Senior Management
Personnel

Further, in terms of BSE Circular bearing Reference No. LIST/COMP/14/2018-19 and NSE Circular bearing Reference No. NSE/CML/2018/24 dated June 20, 2018, we wish to confirm that Mr. Sandeep Rao is not debarred from accessing capital markets and /or restrained from holding the office of Director by virtue of any order of the Securities and Exchange Board of India ("SEBI") or any other such authority. Brief Profile of Mr. Sandeep Rao, Mr. Sarat Kumar and Mr. Vishal Mathur is enclosed herewith in Annexure – I. The resignation letter as received from Mr. Poorvank Purohit and Mr. Arun Kumar Baskaran are enclosed as Annexure – II, pursuant to Clause 7C of Para A of Part A of the Listing Regulations.

In terms of Regulation 30(5) of the SEBI Listing Regulations, Mr. Sandeep Rao and Mr. Sarat Kumar is also authorized to determine materiality of an event or information for the purpose of making disclosures relating to the Company to the Stock Exchanges.

# Particulars # #
1 Name Mr. Sandeep Rao Mr. Sarat Kumar
2 Designation Managing
Director
&
Chief
Chief Financial Officer
Executive Officer
3 Effective Date of Appointment February 21, 2025 February 21, 2025
4 E-mail Id [email protected] [email protected]
5 Contact No. +91 44 4740 6200 +91 44 4740 6200

Accordingly, the contact details of Mr. Sandeep Rao and Mr. Sarat Kumar is provided below:

The information in regard to the abovementioned on proposal for Closure of the WoS, Change in Directors/ Key Managerial Personnel and Grant of ESOP options to the eligible employees under Solara ESOP 2024 and the in terms of Regulation 30 read with Schedule III - Para A (1) and (7C) and Para B (10) respectively of Part A and of the SEBI Listing Regulations (as applicable) and SEBI Circular bearing Ref. No. CIR/CFD/CMD/4/2015 dated September 09, 2015 read with Circular Ref. No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 is enclosed herewith as Annexure – I (A, B and C respectively).

Consequent to the resignation of Mr. Poorvank Purohit and Appointment of Mr. Sandeep Rao, the Risk Management Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee have been reconstituted, which is enclosed as Annexure – III.

We request you to take the same on record and the same be treated as compliance under the applicable provisions of the SEBI Listing Regulations, as amended.

The Board Meeting commenced at 15:45 P.M and concluded at 16:50 P.M.

Thanking you, Yours faithfully, For Solara Active Pharma Sciences Limited

Encl.: As above SUDDAPALLI MURALIKRISHNA Digitally signed by SUDDAPALLI MURALIKRISHNA Date: 2025.02.21 17:10:12 +05'30'

S. Murali Krishna Company Secretary & Compliance Officer

Solara Active Pharma Sciences Limited - CIN: L24230MH2017PLC291636 REGD. OFF: 201, Devavrata, Sector 17, Vashi Navi Mumbai - 400703. India/ Tel: 91-22-2789 2924 / 2789 3199 / Fax: 91-22-2789 2942

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

Annexure – I (A)

Details under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read along with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/ 2023/123 dated July 13, 2023

Sr. Particulars Resignation of Mr. Poorvank Appointment of Mr. Sandeep Rao
No. Purohit
1. Reason for Change Resignation
of
Mr.
Poorvank
Appointment of Mr. Sandeep Rao, as
Purohit (DIN: 10158900) as the an Additional Director – Managing
Chief
Executive
Officer
&
Director and Chief Executive Officer
Managing Director of the Company. of the Company, subject to the
approval
of
shareholders
at
the
ensuing General Meeting / Postal
Ballot pursuant to the resignation of
the current MD & CEO
2. Date
of
Close of business hours on February Close of business hours on February
appointment/cessati 21, 2025 21, 2025 for a period of three (3) years
on (as applicable) &
term
of
appointment
3. Brief Profile Not Applicable Enclosed herewith
4. Disclosure
of
Not applicable Not applicable
relationships
between directors

For Solara Active Pharma Sciences Limited

SUDDAPALLI MURALIKRISHNA Digitally signed by SUDDAPALLI MURALIKRISHNA Date: 2025.02.21 17:10:43 +05'30'

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

Annexure – I (A) (Contd.)

Details under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read along with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/ 2023/123 dated July 13, 2023

Sr. Particulars Resignation of Mr. Appointment of Mr. Appointment of Mr.
No. Arun Kumar Sarat Kumar Vishal Mathur
Baskaran
1. Reason for Change Resignation
of
Mr.
Appointment of Mr. Appointment of Mr.
Arun Kumar Baskaran Sarat Kumar, as the Vishal Mathur, as the
as the Chief Financial Chief
Financial
Chief
Business
Officer & KMP of the Officer and the Key Officer (CBO) in the
Company. Managerial Personnel capacity
of
Senior
of
the
Company
Managerial
pursuant
to
the
Personnel
of
the
resignation
of
the
Company.
current CFO.
2. Date
of
Close of business hours Close
of
business
Close
of
business
appointment/cessation on February 21, 2025 hours on February 21, hours on February 21,
(as applicable) & term 2025 2025
of appointment
3. Brief Profile Not Applicable Enclosed herewith Enclosed herewith
4. Disclosure
of
Not applicable Not applicable Not applicable
relationships between
directors

For Solara Active Pharma Sciences Limited

SUDDAPALLI MURALIKRISHNA

Digitally signed by SUDDAPALLI MURALIKRISHNA Date: 2025.02.21 17:11:09 +05'30'

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

Sl. No. Name Profile
1 Mr. Sandeep Mr. Sandeep Rao holds a Masters degree in Business Administration from the
Rao – Indian Institute of Management at Lucknow and Masters degree in Chemistry
Managing from the Indian Institute of Technology @ Mumbai.
Director and Mr. Sandeep has a rich career experience of 25+ years characterized by
Chief strategic growth - oriented thinking, focus on finding value creating
Executive opportunities, managing talented and high-performance teams, relentless
Officer (MD execution and partnership management.
& CEO) In his recent role as CEO of Tenshi Pharma since July 2024, Mr. Sandeep
drives the governance of business operations across the API platform and other
pharma assets within the Family office.
Prior to this, Mr. Sandeep was Vice President and Head of Business
Development for Emerging Markets with Viatris. In this role, he was
responsible for leading Business Development activities in Latin America,
Africa, India, Southeast Asia, Middle East, South Korea, Russia, CIS and
Turkey for a business estimated at USD 3 bn. Over the 9-year tenure at Viatris
(formerly "Mylan"), he was responsible for product licensing and distribution
transactions, product and facility acquisitions and divestitures in the above
markets.
Prior to Viatris, he was with the Biocon group for 16 years, the last position
held being Senior Vice President and Head of the Insulins business. In this role,
he was responsible for the commercial P&L, Manufacturing operations in
Malaysia and India, Device development activities and Global Product
Development efforts. During this tenure, he has also led Global API exports
business and led the Global Business Development and alliance management
teams.
2 Mr. Sarat Mr. Sarat Kumar holds a Sloan Fellowship in Leadership & Strategy from the
Kumar – London Business School, London, UK and Post Graduate Diploma in Business
Chief Administration from Institute of Management Technology, Ghaziabad, India
Financial and is a Member of the Institute of Cost Accountants of India.
Officer (CFO) Mr. Sarat has more than 18+ years of experience in leading Finance function
for
different
Business
Units/
Geographies
across
diverse
sectors
Pharmaceuticals (Strides Pharma Science Limited), Biologics CDMO
(BioCina), Power (Torrent Power), Oil & Gas (Shell Plc.) and has considerable
experience
in
P&L
performance
tracking,
Strategy
formulation
&
implementation, and change management projects. In his past roles, Sarat has
also led Global cross functional teams and delivered bottom line impacts
through cost leadership and optimization projects.
He has taken up additional cross-functional responsibilities in the Organization
along with his Finance partnering role in the functions of Sales and Operations
Planning, Manufacturing Planning, and Supply Chain management.
In his recent role as CFO of Tenshi Pharma since June 2024, Mr. Sarat supports
the Finance and Operations across the API platform and other pharma assets
within the Family office. Prior to joining Tenshi Pharma, Mr. Sarat was leading

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

the Finance and Strategy function as a CFO of Adelaide-based PE backed
Biologics CDMO company – BioCina.
3 Mr.
Vishal
Mr. Vishal Mathur holds a Master of Business Administration from Chetana
Mathur – Institute of Management. Mr. Vishal has around 25 years of experience and
Chief has expertise in API business expansion along with profitability improvement.
Business In his recent role as Chief Commercial Officer and MC Member with Cohance
Officer (CBO) Lifesciences between 2023 – 2024, Mr. Vishal had P&L ownership of \$160M
business and delivered 14% growth across APIs, Intermediates and PFIs.
Prior to this, Mr. Vishal was Executive VP and Chief Marketing Officer with
the API division of Emcure during 2021 - 2023. In this role, he doubled the
revenue of the API business, leading API sales, marketing, portfolio
development and established the API Plus vertical with INR 700M revenue
with 70%+ Gross margins.
Prior to Emcure, he was with the Glenmark Lifesciences for 16 years, the last
position held being VP – Sales & Marketing. In this role, he delivered \$160M
revenue through API and co-marketing initiatives and led quick turnaround of
Favipiravir commercialization, a key molecule of COVID-19 treatment.

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

Annexure – I (B)

Details under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read along with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/ 2023/123 dated July 13, 2023

Sr. Particulars Remarks
No.
1.
The amount and percentage of the
turnover or revenue or income and
net worth contributed by such unit or
division of the listed entity during
Solara Active Pharma Sciences LTDA, Brazil
Turnover for FY ended March 31, 2024 – NIL
Net worth for FY ended March 31, 2024 – Nil
2 the last financial year;
Date on which the agreement for
sale has been entered into;
Not Applicable - this was a voluntary closure of the
entity
3 The expected date of completion of
sale/disposal;
Not applicable. The entity is proposed to be closed as
per the statutory requirement of Brazil.
4 Consideration received from such
sale/disposal;
Not Applicable
5 Brief details of buyers and whether
any of the buyers belong to the
promoter/
promoter
group/group
companies. If yes, details thereof;
Not Applicable
6 Whether the transaction would fall
within related party transactions? If
yes, whether the same is done at
"arm's length"
Not Applicable
7 Additionally, in case of a slump sale,
indicative disclosures provided for
amalgamation/merger,
shall
be
disclosed by the listed entity with
respect to such slump sale.
Not Applicable

Proposal to close the WoS – "Solara Active Pharma Sciences LTDA, Brazil"

For Solara Active Pharma Sciences Limited

SUDDAPALLI MURALIKRISHNA

Digitally signed by SUDDAPALLI MURALIKRISHNA Date: 2025.02.21 17:11:39 +05'30'

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

Annexure – I (C)

Details under Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read along with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 read with Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/ 2023/123 dated July 13, 2023

Sr. No Particulars Remarks
1 Brief details of options granted 3,50,000 (Three Lakhs Fifty Thousand Only) Options
granted under Solara ESOP 2024 out of the total pool
of 9,60,000 (Nine Lakhs Sixty Thousand Only) Options.
2 Whether the scheme is in Yes
terms of SEBI (SBEB)
Regulations, 2021 (if
applicable)
3 Total number of shares 3,50,000 (Three Lakhs Fifty Thousand Only) Equity
covered by these options Shares of face value of 10/- each to be issued against
3,50,000 (Three Lakhs Fifty Thousand Only) Options
under Solara ESOP 2024 upon exercise
4 Pricing formula As decided by the Nomination and Remuneration
Committee
5 Options vested Nil
6 Time within which option may 120 days from the date of Vesting of the Options,
be exercised subject to the other terms and conditions as stated in the
ESOP Plan
7 Options exercised To be determined post the exercise period is over
8 Money realized by exercise of
options
To be determined post the exercise period is over
9 The total number of shares To be determined post the exercise period is over
arising as a result of exercise
of option
10 Options lapsed To be determined post the exercise period is over
11 Variation of terms of options Not Applicable
12 Brief details of significant
terms
As per Solara ESOP 2024
13 Subsequent changes or To be determined post the exercise period is over
cancellation or exercise of
such options
14 Diluted earnings per share To be determined post the exercise period is over
pursuant to issue of equity
shares on exercise of options.

Grant of Options to Eligible Employees

February 21,2025

The Board of Directors

Solara Active Pharma Sciences Limited, 201, Devavrata, Sector 17, Vashi, Thane, Navi Mumbai, Maharashtra - 400 703

Dear Sir/Madam,

Subject: Resignation as the Managing Director & Chief Executive Officer of the Company - Solara Active Pharma Sciences Limited

This is to inform the Board that I hereby tender my resignation as the Managing Director and Chief Executive Officer of the Company, owing to my personal reasons with effect from February 21, 2025. Consequently, I will also be stepping down from the Board and Committees I was associated with.

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

I take this opportunity to thank the Board members for the support and trust extended to me during my tenure as the Managing Director & Chief Executive Officer of the Company. It was a pleasure to have been associated with Company and my colleagues on the Board.

I wish the Company success in all its endeavours and I am confident that Solara Active Pharma Sciences Limited will continue to thrive and reach new heights and success.

Thank you once again for the opportunity to contribute to the Company's growth and development.

With best Best Regards,

Poorvanh PuroLit

Poorvank Purohit DIN: 10158900

February 21,2025

The Board of Directors Solara Active Pharma Sciences Limited, 201, Devavrata, Sector 17, Vashi, Thane, Navi Mumbai, Maharashtra - 400 703

Dear Sir/Madam,

Subject: Resignation as Chief Financial Officer and Key Managerial Personnel of Solara Active Pharma Sciences Limited

This is to inform that I hereby tender my resignation from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 21, 2025, due to personal reasons.

I take this opportunity to convey my sincere thanks to the leadership team, the Board Members for their support, trust and assistance extended to me during my association with the Company.

I look forward to seeing the ongoing growth and success of the Company.

Thanking you, Yours' faithfully

$3.28$

Arun Kumar Baskaran Chief Financial Officer Solara Active Pharma Sciences Limited

Solara Active Pharma Sciences Limited 2nd Floor, Admin Block 27, Vandaloor Kelambakkam Road, Keelakottaiyur Village, Melakottaiyur (Post) Chennai – 600 127, India Tel: +91 44 43446700 Fax: +91 44 47406190 E-mail: [email protected] www.solara.co.in

Annexure – III

Re - constitution of the Following Committees:

Risk Management Committee:

Name of Committee members Category of Directors
Mr. Rajiv Vijay Nabar Independent
Director
-
Chairperson
Dr. Kausalya Santhanam Independent Director - Member
Mr. R Ramakrishnan Independent Director - Member
Mr. Rajendra Kumar Srivastava Independent Director - Member
Mr. Sandeep Rao Executive Director - Member

Stakeholder Relationship Committee:

Name of Committee members Category of Directors
Dr. Kausalya Santhanam Independent
Director
-
Chairperson
Mr. Kartheek Raju Non
-
Executive
Director
-
Member
Mr. Sandeep Rao Executive Director - Member

Corporate Social Responsibility Committee:

Name of Committee members Category of Directors
Dr. Kausalya Santhanam Independent
Director
-
Chairperson
Mr. R Ramakrishnan Independent Director - Member
Mr. Sandeep Rao Executive Director - Member

For Solara Active Pharma Sciences Limited

SUDDAPALLI MURALIKRISHNA Digitally signed by SUDDAPALLI MURALIKRISHNA Date: 2025.02.21 17:12:14 +05'30'