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SOLARA ACTIVE PHARMA SCIENCES LIMITED Capital/Financing Update 2025

Aug 13, 2025

61842_rns_2025-08-13_e230ec45-5607-4721-8857-bd8eb4d61f23.pdf

Capital/Financing Update

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Corporate Office: Solara Active Pharma Sciences Limited TICEL Bio Park, 6th Floor, Module No. 601, 602, 603, Phase II – CSIR Road, Taramani, Chennai, Tamil Nadu – 600113. Tel: +91 44 47406200 Fax: +91 44 47406190 E-mail: [email protected] Website: www.solara.co.in

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August 13, 2025

The BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai – 400 001
Scrip Code: 541540, 890202
The National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex
Bandra (E), Mumbai – 400 051
Symbol: SOLARA, SOLARAPP1

Dear Sir / Madam,

Sub: Report of the Monitoring Agency for the quarter ended June 30, 2025 Ref: Funds raised through Rights Issue

Pursuant to the Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Regulation 82(4) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, please find enclosed the Monitoring Agency Report for the quarter ended June 30, 2025, issued by CRISIL Ratings Limited, Monitoring Agency appointed to monitor the utilisation of the proceeds of the Rights Issue of the Company.

Further, we hereby confirm that there has been no deviation in the utilization of Issue proceeds from the objects as stated in the Letter of Offer for Rights Issue.

We request you to kindly take the same on record.

Thanking You,

Yours Faithfully,

For Solara Active Pharma Sciences Limited

Digitally signed by POOJA JAYA POOJA JAYA KUMAR KUMAR Date: 2025.08.13 15:27:49 +05'30'

Pooja Jaya Kumar

Company Secretary and Compliance Officer ICSI Membership No.: A57415

Encl.: As above

Solara Active Pharma Sciences Limited - CIN: L24230MH2017PLC291636

Registered Office: 9[th ] Floor, ‘Cyber One’, Unit No. 902, Plot No. 4 & 6, Sector 30A, Vashi, Navi Mumbai - 400 703 / Tel: +91-22-2789 2924

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Monitoring Agency Report for Solara Active Pharma Sciences Limited for the quarter ended June 30, 2025

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CRL/MAR/SOAPSL/2025-26/1491

August 12, 2025

To

Solara Active Pharma Sciences Limited

9th Floor, ‘Cyber One’, Unit No. 902, Plot No. 4 & 6, Sector 30A, Vashi, Navi Mumbai - 400 703

Dear Sir,

Monitoring Agency Report for the quarter ended June 30, 2025 - in relation to the Rights Issue (“RI”) of Solara Active Pharma Sciences Limited (“the Company”)

Pursuant to Regulation 82(2) of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated May 09, 2024, enclosed herewith the Monitoring Agency Report, issued by Crisil Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of RI for the quarter ended June 30, 2025.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of Crisil Ratings Limited

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Shounak Chakravarty Director, Ratings (LCG)

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Report of the Monitoring Agency (MA)

Name of the issuer: Solara Active Pharma Sciences Limited

For quarter ended: June 30, 2025

Name of the Monitoring Agency: Crisil Ratings Limited

(a) Deviation from the objects: Not applicable

  • (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name and designation of the Authorized Signatory: Shounak Chakravarty Designation of Authorized person/Signing Authority: Director, Ratings (LCG)

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1) Issuer Details:

Name of the issuer: Solara Active Pharma Sciences Limited

Names of the promoter:

a. Arun Kumar Pillai b. K R Ravishankar c. Pronomz Ventures LLP

Industry/sector to which it belongs : Pharmaceuticals

  • 2) Issue Details

Issue Period:

Issue Period: May 28, 2024 to June 11, 2024 Type of issue (public/rights): Rights Issue (RI) Type of specified securities: Equity Shares RI Grading, if any: NA

Issue size: Rs 449.95 crore

Issue size comprises of gross proceeds of Rs 449.95 crore (Revised Net proceeds of Rs 446.95 crore*). On Application, Investors will have to pay Rs 131.25 per Rights Equity Share for 1,19,98,755 shares which constitutes 35% of the Issue Price and the balance Rs 243.75 per Rights Equity Share 1,19,98,755 shares which constitutes 65% of the Issue Price, will have to be paid, on one or more subsequent Call(s).

  • Crisil Ratings shall be monitoring the net proceeds amount. Net proceeds have been revised from Rs.446.28 crore to Rs.446.95 crore. Please refer Note-1 (on page-6) for details.

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information/
certifications
considered by
Monitoring Agency
for preparation of
report
Comments
of the
Monitoring
Agency
Comments
of the
Board of
Directors
Whether all utilization is as per the disclosures
in the Offer Document?
Yes Management
undertaking,
Independent Chartered
Accountant
Certificate^, Final
Offer Document, Bank
Statements
No
Comments
No
Comments
Whether shareholder approval has been
obtained in case of material deviations from
expenditures
disclosed
in
the
Offer
Document?
NA Management
undertaking,
Independent Chartered
Accountant Certificate^
No
Comments
No
Comments
Whether the means of finance for the disclosed
objects of the issue has changed?
No No
Comments
No
Comments
Is there any major deviation observed over the
earlier monitoring agency reports?
No No
Comments
No
Comments
Whether all Government/statutory approvals
related to the object(s) have been obtained?
NA No
Comments
No
Comments
Whether all arrangements pertaining to
technical
assistance/collaboration
are
in
operation?
NA No
Comments
No
Comments
Are there any favorable events improving the
viability of these object(s)?
No No
Comments
No
Comments
Are there any unfavorable events affecting the
viability of the object(s)?
No No
Comments
No
Comments
Is there any other relevant information that
may materially affect the decision making of
the investors?
No No
Comments
No
Comments

NA represents Not Applicable

^Certificate dated July 23, 2025 issued by M/s Mahesh C. Solanki & Co., Peer reviewed Independent Chartered Accountants (Firm Registration Number: 06228C02)

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4) Details of object(s) to be monitored:

i. Cost of the object(s):

Sr.
No.
Item
Head
Source of
information/
certification
considered by
MA for
preparation of
report
Original
cost
(as per the
Offer
Document)
(Rs in crore)
Revised
Cost
(Rs in
crore)
Comment of
the MA
Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Reason of
Cost
revision
Proposed
financing
option
Particulars
of firm
arrange-
ments
made
1 Repayment or pre-
payment, in full or
in part, of certain
of outstanding
borrowings
availed by the
Company
Management
undertaking,
Independent
Chartered
Accountant
Certificate^,
Final offer
document
334.71 334.71 No revision No
Comments
No
Comments
No
Comments
2 General Corporate
Purposes#
111.57 112.24 Refer Note
1
No
Comments
No
Comments
No
Comments
Total - 446.28 446.95 - - -

^Certificate dated July 23, 2025 issued by M/s Mahesh C. Solanki & Co., Peer reviewed Independent Chartered Accountants (Firm Registration Number: 06228C02)

#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 112.49 crore) from the Fresh Issue.

Note 1: Surplus issue related expenses of Rs. 0.67 crore were added to GCP in quarter ended 31[st] March, 2025.

Note: All figures in the above table are rounded off to two decimal places

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ii. Progress in the object(s):

Source of

Amount utilized
Comments of the Board
information/ Amount as

(Rs in crore)
of Directors
certifications
proposed
Comments of
considered by in the As at At the Total
the
Sr. Monitoring Offer unutilized

No.

**Item Head# **

Agency for

Document

beginning

During
end
amount
Monitoring Reasons for
Proposed


of the


the
of the
Agency


course of
preparation of
(Rs in
(Rs in crore) idle funds
quarter quarter quarter action
report crore)
1 Repayment or pre-
payment, in full or in
part, of certain of
outstanding
borrowings availed
by the Company

Management
undertaking,
Independent
Chartered
Accountant
Certificate^,
Final Offer
Document,
Bank
Statements

334.71
118.61 Funds are
utilised for
repayment
to HDFC,
RBL, Yes
bank and
Radiant
Computech
**
No
Comments

-
115.00 233.61 101.1
2 General Corporate
Purposes
112.24
(Refer Note
1 mentioned
under table
of section
4(i))



35.87
No
comments
No
Comments

-
23.27 59.14 53.1
Total 446.95 154.48 138.27 292.75 154.2* - - -

Note: All figures in the above table are rounded off to two decimal places

^Certificate dated July 23, 2025 issued by M/s Mahesh C. Solanki & Co., Peer reviewed Independent Chartered Accountants (Firm Registration Number: 06228C02)

** Out of Rs.115 crore, Rs.40 crore has been utilised towards unsecured loan repayment of Radiant Computech Private Limited. Though name of this lender is not mentioned in the proposed list of lenders disclosed in the Letter of Offer dated May 09, 2024. However, as submitted by the company any additional borrowings over and above the mentioned list can be repaid from the Rights Issue proceeds as per the other disclosure provided in the Letter of offer. Accordingly, Company has provided Board resolution ratifying this loan repayment transaction.

  • Of total Rs. 154.20 crores pending for utilisation-

  • Unutilised amount lying in the MA account- Rs. 10.97 crore.

  • Amount yet to be received by the company from first call- Rs. 8.25 crores

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- Yet to be raised by the company- Rs. 134.99 crores represents 30% of issue price of partly paid-up equity shares i.e., Rs 112.5 per Rights Equity share for 1,19,98,755 shares which will be raised through second call in FY 27.

#Brief description of objects:

Object of the Issue Description of objects asper the offer document filed by the issuer
Repayment or pre-payment, in
full or in part, of certain of
outstanding borrowings
Company has, in the ordinary course of business, entered into financing
arrangements with various banks and financial institutions. The borrowing
arrangements entered into by the Company comprise, among others, working
capital facilities, cash credit facilities and term loans. The Company proposes to
utilise Net Proceeds to repay/pre-pay, in part or full, certain of borrowings.
General Corporate Purposes Company intends to deploy the balance Net Proceeds aggregating to Rs 111.57
crore towards general corporate purposes, provided that the amount to be
utilized for general corporate purposes shall not exceed 25% of the Issue
Proceeds. Such utilisation towards general corporate purposes shall be to drive
business growth, including, amongst other things, brand building and other
marketing expenses, meeting any expenses incurred in the ordinary course of
business by Company, including salaries and wages, rent, administration
expenses, insurance related expenses, and the payment of taxes and duties,
repair, maintenance, strategic initiatives, leasehold improvements, meeting of
exigencies which Company may face in the course of any business and any other
purpose as permitted by applicable laws, subject to meeting regulatory
requirements and obtaining necessary approvals / consents, as applicable and
other purpose as permitted by applicable laws and as approved by Board or a
duly appointed committee thereof for funding growth opportunities.
management, in accordance with the policies of Board, will have flexibility in
utilizing the proceeds earmarked for general corporate purposes, in compliance
with all applicable laws and regulations.

iii. Deployment of unutilised proceeds:

On the basis of management undertaking and Certificate dated July 23, 2025 issued by M/s Mahesh C. Solanki & Co., Peer reviewed Independent Chartered Accountants (Firm Registration Number: 06228C02)

S. No. Type of instrument
where amount is
invested
Amount
invested
(Rs in
crore)
Maturity
date
Earnings
as on June
30, 2024
(Rs in
crore)
Return on
Investment
(%)
Market value
as at the end of
quarter (Rs in
crore)
Refer Note 2 below

Note 2: Balance of Rs 10.97 Crores from the raised proceeds is lying in Monitoring agency account of the Company.

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iv. Delay in implementation of the object(s):

Not Applicable, on the basis of management undertaking and Certificate dated July 23, 2025 issued by M/s Mahesh C. Solanki & Co., Peer reviewed Independent Chartered Accountants (Firm Registration Number: 06228C02)

  • 5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

On the basis of management undertaking and Certificate dated July 23, 2025 issued by M/s Mahesh C. Solanki & Co., Peer reviewed Independent Chartered Accountants (Firm Registration Number: 06228C02)

Sr.
No.
Object(s) Amount (in Rs.
Crores)
Remarks
1 Meeting any expenses incurred in the ordinary
course of business byour Company
23.27 Towards Various vendor payment made
bythe company

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Disclaimers:

  • a) This Report is prepared by Crisil Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

  • b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like Independent Chartered Accountant s (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

  • c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

  • d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

  • e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

  • f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.

  • g) Access or use of this report does not create a client relationship between CRL and the user.

  • h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.

  • i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

  • j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.

  • k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

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  • l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.

  • m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

  • n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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