SOLARA ACTIVE PHARMA SCIENCES LIMITED — Regulatory Filings 2019

Oct 7, 2019

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

October 04, 2019

The BSE Limited Phiroze Jeejeebhov Towers Dalal Street, Mumbai - 400 001

Scrip Code: 541540

The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051

Scrip Code: SOLARA

Dear Sirs.

Subject: Update on encumbrance by Promoters

We refer to the recent SEBI Circular No. SEBI/HO/CFD/ DCR1/ CIR/ P/2019/90 August 07, 2019 prescribing additional disclosures on encumbrance by Promoters of Listed Companies.

We now attach the following as received from the Founders/ Promoter Group of the Company:

a) Disclosure as mandated under SEBI Circular SEBI/HO/CFD/ DCR1/ CIR/ P/2019/90 August 07, 2019.

b) Detailed Update from the Founders/ Promoters on the Pledge / encumbrance.

We request you to take the above on record.

Thanking you,

Yours faithfully, For Solara Active Pharma Sciences Limited

S. Murali Krishna Company Secretary

Encl.: as above

Annexure - 11

Format for disclosure of reasons for encumbrance

(In addition to Annexure - I prescribed by way of circular dated August 05, 2015)

Name of listed company	Solara Active Pharma Sciences Limited
Name of the recognised stock exchanges where the shares of the company are listed	NSE/BSE
Name of the promoter(s) / PACs whose shares have been encumbered	Chayadeep Ventures LLPDevicam Capital LLPPronomz Ventures LLPAgnus Capital LLP
Total promoter shareholding in the listed company	No. of shares $-1,04,52,270$% of total share capital - 40.55%
Encumbered shares as a % of promoter shareholding	34.14%
Whether encumbered share is 50% or more of promoter shareholding	YES/NO
Whether encumbered share is 20% or more of total share capital	YES/NO

Details of all the existing events/ agreements pertaining to encumbrance - Refer Annexure 1

		Encumbrance 1 (Date of creation ofencumbrance; ____________________________________	Remarks
encumbrance)	Type of encumbrance (pledge, lien, negative lien, non-disposal undertaking etc. orany other covenant, transaction, condition or arrangement in the nature of		Refer Annexure 1
No. and % of shares encumbered		No. of shares:% of total share capital:	Refer Annexure 1
	Name of the entity in whose favour shares encumbered (X)		Refer Annexure t
	Whether the entity X is a scheduled commercial bank, publicfinancial institution, NBFC or housing finance company? If No,provide the nature of the business of the entity.	YES?NO	Refer Annexure 1
Specific detailsabout theencumbrance	Names of all other entities in the agreement	Listed company and its groupcompanies (if any) -1.2.11Other entities (if any) -ı.	Refer Annexure 1
	Whether the encumbrance is relating to any debt instrumentsviz. debenture, commercial paper, certificate of deposit etc.? Ifyes, provide details about the instrument, including credit rating	YES / NOIf yes,1. Name of the issuer2. Details of the debt instrument3. Whether the debt instrument islisted on stock exchanges?4. Credit Rating of the debtinstrument5. ISIN of the instrument	Refer Annexure 1
	Value of shares on the date of event / agreement (A)		Refer Annexure 1
Security Cover /Asset Cover	Amount involved (against which shares have been encumbered)(B)		Refer Annexure 1
	Ratio of A / B		Refer Annexure 1
	Borrowed amount to be utilized for what purpose -(a) Personal use by promoters and PACs(b) For the benefit of listed companyEnd use of money Provide details including amount, purpose of raising money bylisted company, schedule for utilization of amount, repaymentschedule etc.(a) Any other reason (please specify)		Refer Annexure 1

Agnus Capital LLP (on behalf of the promoter group)

Karipan P RDesignated PartnerDPIN:03435209

Place: BangaloreDate: 04/10/2019

Solara Acibe Pluarna Sciences Limited $\begin{array}{ll} \text{Subspace} & \ \text{Aunference} & \ \text{Dedable of all the existing evently} & \text{argemently, by evaluating } \ \end{array}$

Erol me of manny	Borreaved amust to be utilized(a) Personal use by promoters(b) Nov'the henefit of listedfor what juripore-communityand PACH	(a) Personal use by promoters andPAG 1	(ii) Personal tie by promoters andPACS	(a) Personal use by promoters andPACE	(e) Persounl use by promotors andPACK	(n) Personal usa by promoters andPACE	(a) Personal use by promoters andPACS	(a) Personal use by promoters andPACE	(n) Personal use by promoters andPACE	(a) Personal use by promoters andPAC
	ä	0.41	$\frac{1}{2}$	0.41	0.41	0.64	0.41	$0 - 41$	0.15	0.15
Security Great / Asset Caser	(ngainst which shares 'Barto of AAmennt Involvedencanibared) (B)linse been	377,691,503	[same us above - JIFL]377,691,503	[tame as above.- 11PL]377,091,503	[surno as above - IIF!,]377,691,509	65.000,000	[samé as above - IIFL]977,691,508	[sume as above - IIF!]377,091,503	S.044.337.647	[Share as above - Vistra]5.044,117,647
	dwast / AggermentValue of sharesun the date of$\overline{a}$	7,660,800	8,755.200	36,804,672	15,926,256	41,462,986	51.841,728	30.321744	205,821,072	574,787,909
	commercial paper, certificateWhether the encumbrance isinstruments viz: deheature,relating to any stebsof Heposit etc.3	Lo	ŝ	å	å	ż	g	å	Yes, Please refer Annuxure 2 fordetails	Yes, Please refer Annexure 2 fordetails
Specific details about the arreumbrance	Names of all other untitles in theAETECTRIT		1. Chayaderp Properties Private Limited;2. Agence Capital LLP;	4. Clayadeep Ventures LLP; and% Мис. Внутра Агил Кипис3. Mr. Aron Exesser Filles		Devienm Capital LLP	1. Claradery Perparties Private Limited;4. Chasadeep Ventures 11.P; and5. Mes. Denga Aren Komur% Mr. Arun Kumme Pillal2. Agnin Capital LEP:		13. Karana Ventures Private Limited; and5. Chayadorp Properties Private Limited;2 Xaruna Healthcare Private Limited;ta: Shancay Hotliberer Partnure LLP4. Aguas Holdings Private Limitedi,9. Trusty Mobility Private Limited;L. EDITTEEN HUNDRE Solutions LLP10. Vistra ITCL (India) Limited8. Mr. Artes Roune Pillet; and6 Chaysdeep Ventures 113:7. Presidents Ventures LLP:11. Atma Kategories LLP:12. Agens Ventures LLP;3. Agnus Capital LLP;	13. Kerana Ventures Frivate Limited; and5. Chayadeep Properties Private Limited;21 Karuna Healtboare Private Lindfeld14. Slauny Healtheare Partners LLP.4 Agree Holdings Private Limbed;o. Trinity Mobility Private Limited;1. Karum Rusianes Solutions 123710. Vistua ITCL (India) Limited:81. Mr. Arun Kuutar Pillai; sml6. Claryatieen Ventures (.13):11. Atmn Enterprises LLP:7. Proposite Vestures LLP.10. Agins Voiture LLP3. Agrees Capital LLP;
	scheduled chonnectal hand;public fitancial maritmum.N311C or housing financeWhather the entity X is aсопитые?	Yes	Ϋ́	Уu	Уœ	Уcа	y.	Уcв	y	Yes
	Name of the entity inwhose favour sturesenquisitimed (X)	India , Infoline PinnneeLimited	India Infoline PinanceLimited	India Infolize FirmpeeLiturited	India Infoline FinanceLimited	India Infoline FinanceLimited	India Infoline FiranceLimited	India Infoling Finance	Vietra ITCL (India) Limited	Vietra ITCL (India) Limited
	ThoundrinnerDate.rd	04-08-16	05-08-16	04-00-16	23-11-16	$21 - 40 - 15$	06-09:16	$22 - 11 - 15$	в$27 - 12 - 16$	27-12-16
	WofTotel share	0.11%	0.12%	0.52%	0.23%	0.59%	0.74%	0.47%	2.92%	8.15%
	Noofaharea	28,000	32,000	134,520	58,210	151,546	189,480	121,790	752,270	2,100,833
	Type ofencirratements	Pledge	Pledge	Pledge	Plodge	Pledge	Plodge	Pledge	Non-disposalundertaking	Non-disposalundertaking
	fremotev/PACNone of the		ChayadeepVentures LLP			Deviensn Capital LLP	Agnus Capital LLP		ChayslerpVentures LLP	Pronomz VenturesЦP
	R. Nel.			e,		W		$\overline{v}$	÷	uq

CONSULTANT

X

Solara Active Pharma Sciences LimitedAmaxure 2Details of encumbrance relating to any debt instruments viz. debenture, commercial paper, certificate of deposit etc

ISIN	INE466X07030	INE466X07014	INE466X07014	INE466X07014	INE466X07014	INE466X07014	INE466X07030
Credit Rating	Ź	Enhancement)/StableIVR BBB+ (CreditOutlook	ŘÁ	Enhancement)/StableIVR BBB+ (CreditOutlook	Enhancement)/StableIVR BBB+ (CreditOutlook	ŃÁ	ź
Yes/No)Listed	ž	ż	Σă	ž	ż	ż	ž
Details of the debtinstrument	4.5% NCDs, Unrated	4.5% NCDs, Rated	4.5% NCDs, Unrated	4.5% NCDs, Rated	4.5% NCDs, Rated	4.5% NCDs, Unrated	4.5% NCDs, Unrated
No. of debentures	17,500	5,000	1,684	1,045	3,700	2,588	7,500
Amount o/s	1,750,000,000	500,000,000	168,400,000	104,500,000	370,000,000	258,800,000	750,000,000
Name of the debenture holder	KKR India Financial Services Private Limited	KKR India Debt Opportunities Fund II	KKR India Debt Opportunities Fund II	BOI AXA Conservative Hybrid Pund	Bank of India	Aditya Birla Finance Limited	Aditya Birla Finance Limited
Name of the issuer	Karuna Healthcare PrivateLimited	Karına Healthcare PrivateLimited	Karuna Healthcare PrivateLimited	Karuna Healthcare PrivateLimited	Karuna Healthcare PrivateLimited	Karuna Healthcare PrivateLimited	Karma Healthcare PrivateLimited

Information Update

October 04, 2019

Update from the Founders/Promoter Group of Solara

For the benefit of investors of Solara Active Pharma Sciences Limited (Solara) and as an abundance of clarity. the promoters and promoter group(Collectively referred as "Founders") would like to provide the following updates:

The Founders have made all necessary disclosures to the Stock Exchanges and the Company with respect to the Negative Lien or Non-Disposal Undertakings on the loans availed by the family office of Founders. These disclosures are mandated by the Securities and Exchange Board of India (SEBI) vice circular no. SEBI / HO / CFD / DCR1 / CIR / P/ 2019 /90 dated August 07, 2019.

Founders Background

The Promoters ownership of Solara primarily constitute the ownerships of the founders of Solara- Arun Kumar and co-promoter KR Ravishankar. The Founders collectively own 40.55% of Solara, and the details of their shareholding are as below:

GROUP	NO OF SHARES	%
Founders	10,452,270	40.55%

Status of Shares pledged as of September 30th, 2019 and disclosed to Stock Exchanges and Solara

GROUP	NO OF SHARES HELD	NO OF SHARESPLEDGED	% OF SHARESPLEDGED	% OF SHARES PLEDGED TOTOTAL CAPITAL
Founders	10,452,270	715,546	6.85%	2.78%

It is also pertinent to note that the Founders have not issued any personal guarantees on the loans availed by Solara neither do they have issued any non-disposal undertakings. Solara has a strong finance strength and balance sheet with healthy financial ratios. The aforementioned shares were pledged by the founders for personal capital needs.

Founders investment in Listed Companies

Outside of Solara, the founders are also classified as promoters in two listed companies viz. Strides Pharma Science Limited (A global finished dosage formulations Company) and SeQuent Scientific Limited (India's largest fully integrated animal health company).

The founders are not involved in the operations of Solara and SeQuent and they also have no representation on the Board of Directors and management. The founders consider themselves as pure financial investors for these companies.

Background on Negative Lien or Non-Disposal Undertakings made as per above SEBI Circular

In today's disclosure, the founders have informed the Stock exchanges and the Company about the negative lien and non-disposal undertakings for an additional 2,853,103 shares held by founders which is 11.07% of Company's total capital

These negative liens and non-disposal undertakings are on the loans availed by the founders for their family office invesments which is a professionally managed family office. The family office was set up in 2004 to manage sector agnostic investments with a theme around "high capital long gestation" businesses with

scarcity value.

G.

The family office has an invested capital of $200m and has investments in several privately held companies and early-stage startups. Its capital pool is a combination of $100m equity from the founders and ~$100m line of credit from a debt syndicate mainly led by KKR India Financial Services Private Limited (KKR) where the Founders have also signed up for non-disposal undertakings on the portion of their ownership in the aforementioned listed companies including Solara. This practice is in line with the standard procedures which the lenders have in the normal course of their lending business.

$\sigma = \infty$ . The same $\sigma$

The Family Office has cash flows to meet all future obligation, and since its inception in 2004, it has met all of its financial and lending obligations.

The above statement is issued by the Founders for better clarity and for the benefit of Solara and its investors.