On behalf of the Board of Directors of the Company, it gives us immense pleasure in presenting the Eighth Board’s
Report, along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ending
March 31, 2025.

1. FINANCIAL PERFORMANCE

The Company has prepared the Standalone and Consolidated Financial Statements for the financial year
ended March 31, 2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the
Companies Act, 2013.

Key highlights of financial performance of the Company for the financial year ended March 31, 2025, as
compared to previous year is provided below:

BUSINESS OVERVIEW

We are a global, pure-play Active Pharmaceutica
Ingredients (API) Company, engaged in the
development and manufacturing of APIs, while also
offering Contract Development and Manufacturing
(CDMO) services to global pharmaceutica
Companies. Our operations are supported by six
large-scale, multi-product, state-of-the-art facilities
that adhere to the highest standards of compliance
backed by a team of over 1,700 employees.

With a presence in more than 70 countries, we
have established strong footprints in key market:
including North America, Europe, Japan, South
Korea, and the Middle East & North Africa. During
the year, the Company introduced several initiatives
focused on cost optimization, enhanced capacity
utilization, operating efficiencies, inventory
rationalization, and talent development.

The Company remains optimistic about accelerating
its strategic levers and is confident of delivering
sustainable, long-term value to all its stakeholders

. DIVIDEND

The Board of Directors of the Company has noi
recommended Dividend for the financial yea
2024-25.

In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), the
Company has adopted a Dividend Distribution Policy.

The said Policy is available on the Company’s
website and can be accessed at investors page
of our Company’s website https://solara.co.in/
uploads/2023/07/Dividend Distribution Policy.pdf

3. TRANSFER TO RESERVES

During the year under review, your Company has
not made any transfers to the reserves.

4. SHARE CAPITAL

• Authorized Capital

The Authorized Share Capital of the Company as on
March 31, 2025, stood at ' 120,00,00,000/- divided
into 12,00,00,000 equity shares of '10/- each.
There was no change on Authorized Capital of the
Company during the year.

• Issued and Subscribed Capital

The Issued and Subscribed capital as of March
31, 2025, stood at ' 48,05,30,220/- divided into
4,80,53,022 equity shares of '10/- each. Changes in
the Issued and Subscribed Capital of the Company
are as under:

Paid up capital

The Paid-up capital as at March 31, 2025, stood ai
' 40,25,38,312.50/- divided into 3,60,54,267 equity
shares of '10/- each, and 1,19,98,755 Equity share:
of face value ' 10/- each and ' 3.5/- per share paic
up. Changes in the paid-up capital of the Company
are as under:

5. FUND RAISING

On May 9, 2024, the Rights Issue Committee at
its meeting approved the issuance of 1,19,98,755
Equity Shares of face value of '10 each at a price of
' 375 per Equity Share (including a premium
of ' 365 per Equity Share), to existing equity
shareholders on the record date (May 15, 2024) on
‘rights’ basis for an amount aggregating to ' 449.95

Crores. The issue was on a partly paid-up basis with
3 calls, i.e., application money, first call and second
call. The issue opened for subscription on May 28,

2024 and closed on June 11, 2024. On June 19,
2024, Company allotted 1,19,98,755 partly paid -
up Equity Shares on receipt of Application money of
'131.25/- per equity share, which was aggregating
to ' 157.48 Crores.

Further, the Rights Issue Committee at its meeting
held on March 26, 2025 approved the First Call
Money Notice to the holders of Partly Paid-Up
Equity Shares for ' 131.25/- (i. e ' 3.50/- towards face
value and ' 12775/- towards securities premium)
per Rights Share in respect of 1,19,98,755 partly-
paid Rights Shares, on Rights basis, pursuant to
the Letter of Offer dated May 09, 2024; The eligible
shareholders were provided with the facility to make
the call money through ASBA process wherein the
issue were kept live during the tendering period
of 15 days (i.e.) from April 16, 2025 till April 30,

2025 in both the Stock Exchanges to enable the
shareholders to make the First call money.

No. of shares on which the First Call money was
received, and outstanding are mentioned below:

6. EMPLOYEES STOCK OPTION PLAN (ESOP):

The Company has two ESOP Schemes, as
detailed below:

A Statement giving detailed information on stock
options granted to employees as required under the
Companies Act and SEBI Regulations is enclosed
as Annexure 1 to this Report. The details under
Regulation 14 of Securities and Exchange Board
Of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is available on

the Company’s website and can be accessed from
the weblink: https://solara.co.in/investor-relations/
financial-information/

7. MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments
occurred, affecting the financial position of the
Company, between the end of the financial year
and the date of this report. However, as stated in
point 5 above, the Company has made first call on
Right shares and is under the process of allotment.

8. SUBSIDIARIES

The details of Subsidiary Companies and their
financial position as required under the first
proviso to Section 129(3) is given in Form AOC-1 as
Annexure-2 as part of this report.

During the year, the Board of Directors approved the
closure of the Company’s wholly owned subsidiaries,
Solara Active Pharma Sciences LTDA, Brazil, and
Shasun USA Inc., at their meetings held on February
21, 2025, and July 22, 2024, respectively. The
decision was taken in view of the absence of any
business operations in these entities. The closure
process is currently underway in accordance with
applicable regulatory requirements.

• Incorporation of Entity:

Pursuant to In-Principal approval for carve out
granted by the Board of Directors of the Company
at their meeting held on January 24, 2025, a wholly
owned Company called Synthix Global Pharma
Solutions Limited (Synthix) was incorporated on
April 29, 2025.

9. CORPORATE GOVERNANCE

Your Company is committed to maintain the
highest standard of Corporate Governance and
adhere to Corporate Governance guidelines as laid
out in the Listing Regulations.

The detailed report on Corporate Governance as per
the format prescribed by Securities and Exchange
Board of India under Schedule V of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
along with a certificate from M/s. Mohan Kumar
and Associates, Practicing Company Secretaries,
confirming compliance with the requirements of
Corporate Governance is attached with this report.
There are no observations or adverse remarks in the
said certificate.

As required by Listing Regulations, a certificate
from M/s. Mohan Kumar and Associates, Practicing
Company Secretary confirming that none of the
directors on the Board of the Company have been

debarred or disqualified from being appointed o
continuing as directors of the companies is attachec
to this report.

L0. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Schedule V of Listing Regulation;
"Management Discussion and Analysis” is giver
separately and forms part of this Report.

L1. NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held
during the year. The intervening gap between two
consecutive meetings was not more than 120
days. The particulars of the meetings held, and
the attendance of each Director are detailed in the
Corporate Governance Report.

L2. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date of this report, the Board has nine director;
comprising of two Executive Directors, three Non
Executive Directors and four Independent Directors
The Chairman of the Board is an Independen
Director. The details of each member of the Board
as on the date of this report forms part of the
Corporate Governance Report.

Retiring by Rotation:

a) Mr. Mohan Muthunarayanan (DIN: 03610282),
Whole Time Director, retires by rotation at the
ensuing Annual General Meeting and being eligible,
offers himself for reappointment. Your directors
recommend his reappointment.

b) Mr. Manish Gupta (DIN: 06805265), Non-Executive
Director, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for reappointment. Your directors recommend
his reappointment.

Detailed profile of the Directors retiring by rotation
is attached as Annexure 3 to this report

Change in directors and key managerial personnel

during the year:

1. Mr. Ankur Thadani resigned from the post of Non¬
Executive (Non-Independent) Director of the
Company on July 22, 2024.

2. Mr. Manish Gupta, Non-Executive was appointed as
Non-Executive (Non-Independent) Director of the
Company on July 22, 2024.

3. Mr. Poorvank Purohit, resigned from the position of
Managing Director and Chief Executive Officer with
effect from February 21, 2025.

4. Mr. Arun Kumar Baskaran, resigned from the
position of Chief Financial Officer with effect from
February 21, 2025.

5. Mr. Sandeep Shashikantha Rao was appointed as
Managing Director and Chief Executive Officer of
the Company on February 21, 2025, and he has
been designated as Key Managerial Personnel.

6. Mr. Sarat Kumar was appointed as Chief Financial
Officer of the Company on February 21, 2025, and he
has been designated as Key Managerial Personnel.

Changes in the position of KMP after the Financial

Year 2024-25 till the date of this Report:

1. Mr. S. Murali Krishna expressed his intention to
retire from the position of Company Secretary &
Compliance Officer and Key Managerial Personnel
of the Company with effect from May 15, 2025.

2. Ms. Pooja Jaya Kumar was appointed as the
Company Secretary & Compliance Officer and Key
Managerial Personnel of the Company with effect
from May 15, 2025

The following are the Key Managerial Personnel

(KMPs) as on the date of this report:

- Mr. Sandeep Shashikantha Rao, Managing Director
& Chief Executive Officer

- Mr. M. Mohan, Whole Time Director & Chief
Operating officer

- Mr. Sarat Kumar, Chief Financial Officer

- Ms. Pooja Jaya Kumar, Company Secretary

13. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies
Act, 2013 each Independent Director has confirmed
to the Company that he / she meets the criteria of
independence as laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b)
of the Listing Regulations and that they are not
aware of any circumstances or situations, which
exists or may be reasonably anticipated that could
impair or impact their ability to discharge duties

with an objective independent judgement and
without any external influence. In the opinion of the
Board, all Independent Directors are independent
of the management.

During the year under review, a meeting of
Independent Directors was held on January 24,
2025. This meeting was conducted without the
presence of other Non-Independent Directors and
members of management. During the meeting, the
Independent Directors evaluated the performance
of the Non-Independent Directors, the Chairman,
and the Board as a whole. They also assessed the
quality, quantity, and timeliness of the information
flow between the Company’s management and the
Board of Directors.

14. BOARD EVALUATION

The Companies Act and Listing Regulations relating
to Corporate Governance contain provisions on
evaluation of the performance of the Board and
its Committees as a whole and Directors including
Independent Directors, Non-Independent
Directors, and Chairperson individually. In pursuant
thereof, annual evaluation of performance of the
Board, working of its committees, contribution
and impact of individual directors has been carried
out through a questionnaire for peer evaluation on
various parameters.

Performance Evaluation Criteria for
Independent Directors:

The performance evaluation criteria for Independent
Directors are determined by the NRC Committee.
An indicative list of factors on which evaluation was
carried out includes participation and contribution
by a Director in meetings, commitment, effective
deployment of knowledge and expertise,
integrity and maintenance of confidentiality
and independence of behaviour and judgment.
Performance evaluation of the Independent
Directors was done by the entire Board, excluding
the Independent Director being evaluated. The
Directors expressed their satisfaction with the
evaluation process.

15. PARTICULARS OF EMPLOYEES

The statement containing particulars in terms of
Section 197(12) of the Companies Act, 2013 read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this report and is appended herewith
as Annexure 4 to the Boards’ report

The statement containing particulars in terms
of Section 197(12) of the Companies Act, 2013
read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 forms part of this report
Considering the first proviso to Section 136(1
of the Companies Act, 2013, the Annual Report
excluding the aforesaid information, is being sent tc
the members of the Company and others entitlec
thereto. Any shareholder interested in obtaining a
copy thereof, may write to the Company Secretary
in this regard.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has undertaken "Corporate Socia
Responsibility (CSR)”, initiatives in areas of Health
Education and Employability which are projects ir
accordance with Schedule VII of the Companies
Act, 2013.

A detailed report on CSR activities undertaken
during the financial year 2024-25 is enclosed a:
Annexure-5 to this Report.

17. RISK MANAGEMENT

The Company has a risk management framework
for the identification and management of risks.

In line with the requirement under the SEBI Listinc
Regulations, the Company has constituted a Risk
Management Committee (RMC), comprising
of members of the Board and Key Manageria
Personnel. Composition of RMC is provided in the
Corporate Governance Report, which forms part o'
this Report.

RMC is entrusted with the responsibility o'
overseeing strategic, operational and financia
risks that the organization faces, along with the
adequacy of mitigation plans to address such risks

Additional details relating to Risk Managemeni
are provided in the Management Discussion and
Analysis report forming part of this Report.

18. LOANS, GUARANTEES OR INVESTMENTS

Particulars of investments made, loans given and
guarantees covered under the provisions of Section
186 of the Companies Act, 2013 are provided
Note No. 47 to the Standalone Financial Statements
in the Annual Report.

19. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All related party transactions or arrangement:
entered into by the company during the financia
year were on an arm’s length basis and in the
ordinary course of business. In Compliance with
the provisions of the Act and Regulation 23(2
of the SEBI Regulations, 2015, all related party
transactions had been placed before the Audi
Committee for prior approval.

The transactions with related parties are disclosed in
Note No. 40 to the Standalone Financial Statements
in the Annual Report. Information on transactions
with related parties pursuant to Section 134(3)(h) of
the Companies Act 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2
is enclosed as Annexure-6 to this Report. Further,
there are no materially significant related party
transactions with its promoters, the directors or
the management, their subsidiaries, or relatives, etc.
that may have potential conflict with the interests of
the Company at large.

The Company has formulated a policy for transacting
with Related Parties, which is uploaded on the
website of the Company and can be viewed at
https://solara.co.in/uploads/2023/07/Solara-Policy-
on-Related-Partv-Transactions.pdf

20. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed
by the Regulators / Courts that would impact the
going concern status of the Company and its
future operations.

21. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants (Firm Registration
No.117366W/W-100018) were reappointed as
Statutory Auditors of the Company at the Sixth
Annual General Meeting of the Company held on
September 15, 2023, for a period of 4 years and will
hold the office till the conclusion of the 10th AGM
of the Company.

Further, the Auditor’s report to the shareholders
on the standalone and consolidated financial
statement for the year ended March 31, 2025,
does not contain any qualification, observation or
adverse comment.

Secretarial Auditors

M/s. Mohan Kumar & Associates, Practicing
Company Secretaries, Chennai, were the Secretarial
Auditor for the Company financial year 2024-25,

The Secretarial Audit for the financial year 2024¬
25, inter-alia, included audit of compliance with
the Companies Act, 2013, and the Rules made
under the Act, Listing Regulations and applicable
Regulations prescribed by SEBI amongst others.

The Secretarial Audit Report is enclosed as
Annexure 7 to the Board’s Report.

There are no observations or Remarks in the
Secretarial Audit Report.

Secretarial Auditors for the financial year
2025-2026

The Board of Directors at their meeting held or
May 15, 2025 has recommended the appointment
appointment of Ms. Parimala Natarajan, a peer
reviewed Practicing Company Secretary (CoP
No. 5239) as Secretarial Auditors of the Company
for a period of 5 consecutive years, from April
1, 2025 to March 31, 2030, subject to approval
from the shareholders at the ensuing Annual
General Meeting.

Ms. Parimala Natarajan, Practicing Company
Secretary has given her consent to act as Secretarial
Auditors of the Company and have confirmed her
eligibility for the appointment. Detailed profile
of Ms. Parimala Natarajan, Practicing Company
Secretary forms part of the AGM Notice.

Internal Auditors

M/s. Price Waterhouse Coopers, Chartered
Accountants are the Internal Auditors of the
Company for the Financial year 2024-2025. The
Internal Auditors carried out the audit as per the
audit plan defined by the Audit Committee and
regularly updated the committee on their internal
audit findings at the Committee’s meetings.

The Internal Auditors were satisfied with the
management’s response on the observation and
recommendations made by them during the course
of their audit and have expressed satisfaction with
the internal systems, controls and process followed
by the Company.

Internal Auditors for the financial year 2025¬
2026

The Board of Directors at their meeting held on May
15, 2025 appointed M/s. Grant Thornton Bharat
LLP (formerly known as Grant Thornton India LLP)
(LLPIN: AAA-7677) as the Internal Auditors of the
Company for the Financial year 2025-26.

Cost Auditors and Cost Records

Mr. K. Suryanarayanan, Cost Accountant
(Membership No.24946) has carried out the Cost
Audit for the applicable business for the year
under review.

Pursuant to the provisions of Section 148(3) of the
Companies Act, 2013, the Board of Directors of the
Company at their meeting held on May 15, 2025_:
based on the recommendation of Audit Committee,
approved appointment of Mr. K. Suryanarayanan
Cost Accountant (Membership No.24946), as the
Cost Auditor of the Company for financial year ended
2026 (FY26) at a remuneration not exceeding 4.75
lakhs/- plus taxes and out of pocket expenses. A
proposal for ratification of remuneration of the Cost

Auditors for FY26 is placed before the Shareholders
for approval in the ensuing AGM.

Further, the Company has duly maintained Cost
Records as specified under sub-section (1) of
section 148 of the Companies Act, 2013.

22. INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and
adequate framework for Internal Financial Controls
(“IFC”) as required under Section 134 (5) (e) of the
Companies Act, 2013.

During the year under review, such controls were
tested and no material weaknesses in their design
or operations were observed.

23. OTHER DISCLOSURES

Reporting of frauds by Auditor

During the year under review, neither the Statutory
Auditors nor the Internal Auditors have reported
to the Audit Committee or Board, any instances
of fraud under Section 143 of the Companies
Act, 2013.

Nature of Business of the Company

There has been no change in the nature of business
of the Company during the year under review.

Change in Registered Office and Corporate
Office

During the year under review there was no change
in the Registered office and Corporate office of
the Company.

Further, w.e.f May 05, 2025, the Registered office
of the Company was shifted to Cyber One, Unit No.
902, Sector 30A, Plot No. 4 & 6, Vashi, Navi Mumbai,
Maharashtra, India, 400703 and the Corporate
Office of the Company was shifted to TICEL Bio
Park, 6th Floor, Module No 601 602 603, Phase
II - CSIR Road, Taramani, Chennai, Tamil Nadu,
India, 600113.

Public Deposits

The Company did not accept any deposits within the
meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014.

Credit Rating

During the year under view, CRISIL has reaffirmed
credit rating of CRISIL BBB / Negative for long term
debt and CRISIL A3 for short term debt.

Vigil Mechanism / Whistle Blower Policy

The Company, in compliance with Section 177 of the
Companies Act, 2013 and Regulation 22 of Listinc
Regulations has established a Whistle Blower Policy
in place as part of its vigil mechanism. The policy
provides appropriate avenues to the directors
employees and stakeholders of the Company tc
make protected disclosures in relation to matter:
concerning the Company. Protected disclosures are
appropriately dealt with by the Whistle Officer o
the Chairman of the Audit Committee. The policy i:
also available on the Company’s website at https:/
solara.co.in/uploads/2023/07/Solara Whistle-
Blower-Policy-1.pdf

Policy on Directors Appointment and
Remuneration

The policy of the Company on Directors
appointment and remuneration, including the
criteria for determining qualifications, positive
attributes, independence of a director and othe
matters, as required under Section 178 of the
Companies Act, 2013 is available on the Company’:
website at https://solara.co.in/uploads/2023/07,
Solara Nomination Remuneration-Policy.pdf

Insurance

The assets/ properties of the Company are
adequately insured against loss due to fire, riots
earthquake, terrorism, etc., and against other peril:
that are considered necessary by the management

Annual Return

Pursuant to Section 92 of the Act and Rules made
thereunder, Annual Return of the Company as or
March 31, 2025 is available on the website of the
Company and can be accessed at https://solara
co.in/investor-relations/annual-return/

Other Confirmations

During the year under review, the Company ha:
not made any application under the Insolvency
and Bankruptcy Code, 2016 and no proceeding:
are pending under the Insolvency and Bankruptcy
Code, 2016 during the year. During the year, there
was no one-time settlement done with the Bank:
or Financial Institutions.

Secretarial standards issued by the Institute of
Company Secretaries of India (ICSI)

The Directors state that the applicable Secretaria
Standards have been followed during the Financia
Year 2024-25.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo:

Particulars in respect of conservation of energy,
technology absorption and foreign exchange
earnings and outgo as required under section 134
of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is attached
as Annexure -8 to this Report.

Disclosure under the Sexual harassment of
woman at workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has put in place an anti-sexual
harassment mechanism in line with the
requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Committee have been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this policy. The Company has not received
any complaint of sexual harassment during the year
2024-25.

The Internal Committee of the Company has filed
annual return for the calendar year 2024. The
following is the summary of the complaints received
and disposed off during FY24:

(i) No. of complaints filed during the financial
year: Nil

(ii) No. of complaints disposed-off during the
financial year: Nil

(iii) No. of complaints pending as on the end of
financial year: Nil.

Further, the Company also organizes and conducts
various training programmes, from time to time, for
awareness on the provisions of POSH Act.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of
the Companies Act, 2013 the Directors of your
Company confirm that:

a) in the preparation of the Annual Accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures.

b) they have selected such accounting policies
and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the company at the end of
the financial year and of the profit or loss of the
company for that period;

c) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities.

d) they have prepared the annual accounts on a
going concern basis

e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
operating properly; and

f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

25. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

As stipulated under the Listing Regulations,
the Business Responsibility and Sustainability
Report (BRSR) describing the initiatives taken
by the Company from environmental, social and

governance perspective is provided separately
and forms integral part of this Annual Report.
BRSR as a part of Annual Report is available on the
compa ny’s website.

26. ACKNOWLEDGEMENT

Your directors place on record their sincere
appreciation for the dedicated services and
continued commitment of all employees of the
Company. Directors also extend their gratitude for
the consistent support and cooperation received
from banks, government and regulatory authorities,
stock exchanges, customers, vendors.

For and on behalf of the Board of Directors

Sandeep Shashikantha Rao M Mohan

Place: Bengaluru Managing Director & CEO Whole Time Director

Date: May 15, 2025 DIN: 10838251 DIN: 03610282