SOLARA ACTIVE PHARMA SCIENCES LIMITED

Communication Address: 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

9th April 2021

To,

BSE Limited

Listing Department 1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001

National Stock Exchange of India Limited Listing Department Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051.

Scrip code: 541540 Name of Scrip: SOLARA

Dear Sir,

Sub: Outcome of meeting of the Board of Directors of Solara Active Pharma Sciences Limited (“Company”) held on 9 April 2021 – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, as amended from time to time.

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”) read with SEBI Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015, we hereby submit the outcome of the meeting of the Board of Directors (“ Board ”) of Solara Active Pharma Sciences Limited (“ Solara ” or the “ Company ”) held on 9 April 2021. Based on the recommendations of the Audit Committee and the Committee of Independent Directors, the Board has considered and approved a Composite Scheme of Amalgamation (the “ Scheme ”) under Sections 230 to 232 and Section 66 of the Companies Act, 2013 read with other applicable provisions and the Rules framed thereunder (“ the Act ”). Further the Board has given authorisation to file the Scheme along with relevant disclosures, documents, certifications, and undertakings with the stock exchanges.

The Scheme, inter alia, provides for:

a) Amalgamation of Aurore Life Science Private Limited (“ Aurore Life Science ” or the “ Amalgamating Company 1 ” or “ Transferor Company 1 ”) into and with Solara (the “ Amalgamated Company ” or “ Transferee Company ”);
b) Subject to satisfactory fulfilment and accomplishment of (a) above, Amalgamation of Empyrean Lifesciences Private Limited (“ Empyrean ” or the “ Amalgamating Company 2 ” or “ Transferor Company 2 ”) into and with Amalgamated Company; and
c) Subject to satisfactory fulfilment and accomplishment of (a) and (b) above, amalgamation of Hydra Active Pharma Sciences Private Limited (“ Hydra ” or the “ Amalgamating Company 3 ” or “ Transferor Company 3 ”) into and with Amalgamated Company

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

The Scheme is subject to the fulfilment of certain conditions including receipt of approvals of shareholders and creditors of companies involved and approval of other regulatory authorities as may be required, including those of the National Stock Exchange of India Limited, BSE Limited, Securities and Exchange Board of India and the National Company Law Tribunal, having jurisdiction over the respective companies (“ NCLT ”).

Advisors for the proposed transaction are Transaction Square LLP, Share Exchange Ratio Report issued by Niranjan Kumar, Registered Valuer – Financial Securities or Assets (affiliate of Transaction Square LLP), Fairness opinion on the Share Exchange Ratio Report by ICICI Securities Limited and Legal advisors to the proposed scheme are Anagram Partners and DSK Legal.

Please find enclosed Annexure 1 containing details as per Regulation 30 of the Listing Regulations read with Circular CIR/CFD/CMD/4/2015 dated September 9, 2015.

The Board meeting commenced at 05.30 PM and concluded at 06.45 PM.

This is for your information and record.

Thanking you,

Yours faithfully, For and on behalf of

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_______ Mr. Murali Krishna Company Secretary Encl: A/a

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

Annexure – I

Disclosures regarding the proposed Composite Scheme of Amalgamation

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Sr. Particulars Details
No.
a) Name of the entities This Scheme is a Composite Scheme of Amalgamation
forming part of the (“ Scheme ”) involving:
amalgamation/merger,
details in brief such as 1. Solara Active Pharma Sciences Limited (“ Company ” or
size, turnover, etc “ Solara ” or “ Amalgamated Company ”). It is Listed on BSE
and NSE;
2. Aurore Life Science Private Limited (“ Aurore Life Science ”
or “ Amalgamating Company 1” );
3. Empyrean Lifesciences Private Limited (“ Empyrean ” or
“Amalgamating Company 2” ); and
4. Hydra Active Pharma Sciences Private Limited (“ Hydra ” or
Amalgamating Company 3 ).
Set out below is the net-worth and total income for the 9
months period ended 31 [st] December 2020 of the entities
involved in the Scheme – (Amount in INR Crores)
Particulars Total Income Net Worth
(Standalone) (Standalone)
Solara 1,191.22 1532.74
Aurore Life Science 371.50 189.47
Empyrean 5.36 (1.11)
Hydra 0.62 77.37
Limited reviewed by the Auditor
b) Whether the transaction The proposed Scheme does not fall within the purview of
would fall within the related party transactions in terms of exemption granted under
related transactions? If General Circular No. 30/2014 dated 17 [th] July 2014 issued by the
Yes, whether the same is Ministry of Corporate Affairs since the Scheme is under
done at “Arm’s Length” Sections 230 to 232 of the Companies Act, 2013 and is subject
to the sanction of the National Company Law Tribunal and
provisions of Section 188 of the Companies Act, 2013 are not
applicable.
The companies involved in the Scheme have following
relationship with each other–
Karuna Business Solutions LLP is a common promoter in
Solara and Hydra holding 7.83% and 27.75% stake in
respective companies.
Hydra holds 61.65% stake in Aurore Life Science.
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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

		Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in	Guindy. Chennai - 600 032. India Tel : +91 44 43446700. 22207500 Fax : +91 44 22350278 E-mail : [email protected] www.solara.co.in
		Empyrean is a wholly owned subsidiary of Aurore Life Science. Pursuant to the scheme, Solara would issue consideration by way of equity shares as recommended by the Board relying on the Report on recommendation of fair share exchange ratio obtained from Niranjan Kumar, Registered Valuer – Securities or Financial Assets, a Registered Valuer and Fairness opinion on the said valuation report is obtained from ICICI Securities Limited.
c)	Area of Business of the entity(ies)	Company	Business
		Solara	Solara is engaged in the business of manufacturing and development of Active Pharmaceutical Ingredients (‘API’) and also offers Contract Manufacturing and Development Services to the global companies.
		Aurore Life Science	Aurore Life Science is engaged in the business of developing wide range of generic pharmaceutical products.
		Empyrean	Empyrean is a wholly owned subsidiary of Aurore Life Science and is engaged in the pharmaceutical business.
		Hydra	Hydra is engaged in pharmaceutical business through its subsidiary company Aurore Life Science where in it holds 61.65% stake.
d)	Rationale for the Amalgamation/ Merger	The Transferor Companies and the Transferee Company are engaged in similar lines of business and complement each other. With an intend to expand the business and achieve larger product portfolio, economies of scale, efficiency, optimisation of logistic and distribution network and other related economies by consolidating the business operations being managed by different management teams, the Board of Directors of the Transferor Companies and Transferee Company proposes to consolidate the business of Transferor Companies with the Transferee Company. The proposed amalgamation of Transferor Companies with Transferee Company would inter alia have the following benefits: 1. The amalgamation will enable the consolidation of the API business of the Transferor Companies with the Transferee Company and would create one of the largest API players in the industry and will facilitate in focused growth, operational efficiency,integration synergies and better

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

supervision of the business.

The amalgamation would enable to enhance business potential and increased capability to offer a wider portfolio of products with a diversified resource base and deeper client relationships.
The amalgamation will significantly de-risk operations with the combined entity having eight manufacturing facilities, three Research & Development Centers and footprint in 75 + countries enabling a wider market reach and customer offerings.
Would have improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
Would enable greater access to different market segments in conduct of its business and addition of new products in the portfolio would improve the competitive position of the combined entity.
The amalgamation would add new Research and Development capabilities, new products pipeline and capabilities and would also bring in large Contract Research and Manufacturing (‘CRAMS’) business innovator relationship.
The proposed consolidation would result in financial resources being efficiently merged and pooled leading to more effective and centralized management of funds, greater economies of scale, stronger base for future growth and reduction of administrative overheads.
Further, the synergies arising out of consolidation of business will lead to enhancement of net worth of the combined business and enhancement in earnings and cash flow would optimize the value of the Transferee Company and enhance the shareholder’s value.
Moreover, the amalgamation of Transferor Companies with the Transferee Company is expected to increase the longterm value for all the shareholders. Further, the public shareholders of the Transferee Company will have an opportunity to participate in the profit and growth of the businesses of Transferor Companies which are currently unlisted.

e) In case of cash There is no cash consideration involved in the Scheme. consideration -

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

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amount or otherwise To the shareholders of Transferor Company 1 :
share exchange ratio; 1,298 (One Thousand Two Hundred and Ninety Eight) equity
shares of Transferee Company having face value of INR 10
(Ten) each fully paid up for every 10,000 (Ten Thousand)
equity shares held in Transferor Company 1 having face value
of INR 10 (Ten) each fully paid up
To the shareholders of Transferor Company 2 :
Since the entire share capital of Transferor Company 2 shall
be held by the Company upon amalgamation of Transferor
Company 1 with the Company, no shares shall be issued
pursuant to amalgamation of Transferor Company 2 with the
Company
To the shareholders of Transferor Company 3 :
884 (Eight Hundred and Eighty Four) equity shares of
Transferee Company having face value of INR 10 (Ten) each
fully paid up for every 10,000 (Ten Thousand) equity shares
held in Transferor Company 3 having face value of INR 10
(Ten) each fully paid up
f) Brief details of change in Change in shareholding of Solara:
shareholding pattern (if
any) of listed entity Category Pre-Scheme Post-Scheme
No. of % share No. of % share
shares holding shares holding
Promoter 1,52,95,287 42.57 2,17,46,514 44.18%
and
Promoter
Group
Public 2,06,34,480 57.43 2,74,78,052 55.82%
Non- - -
Promoter
Non
Public
Total 3,59,29,767 100 4,92,24,566 100
Application filed with Stock exchanges for reclassification of share
holding of Sequent Scientific Limited from Promoter group to Public
category, awaiting approval , the holdings are shown in public
category.
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AI assistant

SOLARA ACTIVE PHARMA SCIENCES LIMITED Capital/Financing Update 2021

61842_rns_2021-04-09_46ace2a6-538c-4d4b-8cb2-26f2380ac99d.pdf

BSE Limited

Scrip code: 541540 Name of Scrip: SOLARA