Solara Active Abridged
Solara Active Abridged
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Equity Shares in compliance with all applicable laws and regulations prevailing in such person’s jurisdiction and India, without
requirement for our Company or our affiliates or the Lead Manager or its affiliates to make any filing or registration (other than in
India). In addition, each purchaser of Rights Entitlements and the Rights Equity Shares will be deemed to make the representations,
warranties, acknowledgments and agreements set forth in “Other Regulatory and Statutory Disclosures – Selling Restrictions” on page
229 of the Letter of Offer. Any person who acquires Rights Entitlements or Rights Equity Shares will be deemed to have represented,
warranted and agreed, by accepting the delivery of the Letter of Offer, that it is not and that at the time of subscribing for the Rights
Equity Shares or the Rights Entitlements, it will not be, in the United States, and in each case is authorized to acquire the Rights
Entitlement and the Rights Equity Shares in compliance with all applicable laws and regulations.
Neither the receipt of this Letter of Offer nor any sale of Rights Equity Shares hereunder, shall, under any circumstances, create any implication
that there has been no change in our Company’s affairs from the date hereof or the date of such information or that the information contained
herein is correct as at any time subsequent to the date of the Letter of Offer or the date of such information.
THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR FROM THE
REGISTRAR TO THE ISSUE. THIS DOCUMENT IS NOT TO BE REPRODUCED, DISTRIBUTED OR PASSED ON, DIRECTLY
OR INDIRECTLY, TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
THE CONTENTS OF THE LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE.
PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES
AS A RESULT OF THE ISSUE OF RIGHTS EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH INVESTOR
SHOULD CONSULT THEIR OWN COUNSEL, BUSINESS ADVISOR AND TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX
AND RELATED MATTERS CONCERNING THE ISSUE OF RIGHTS EQUITY SHARES. IN ADDITION, NEITHER OUR COMPANY
NOR THE LEAD MANAGER IS MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY
SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE RIGHTS EQUITY SHARES BY SUCH OFFEREE OR
PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.
The above information is given for the benefit of the Investors. Our Company and the Lead Manager are not liable for any amendments or
modification or changes in applicable laws or regulations, which may occur after the date of the Letter of Offer.
Investors are advised to make their independent investigations and ensure that the number of Rights Equity Shares applied for do not exceed
the applicable limits under laws or regulations.
NO OFFER IN THE UNITED STATES
THE RIGHTS ENTITLEMENTS AND RIGHT EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OF AMERICA OR
THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR “U.S.”) OR FOR THE ACCOUNT OR BENEFIT OF, “U.S.
PERSONS” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS ENTITLEMENTS AND RIGHTS
EQUITY SHARES REFERRED TO IN THE LETTER OF OFFER ARE BEING OFFERED IN INDIA AND IN JURISDICTIONS WHERE
SUCH OFFER AND SALE OF THE RIGHTS EQUITY SHARES AND/ OR RIGHTS ENTITLEMENTS ARE PERMITTED UNDER LAWS OF
SUCH JURISDICTIONS, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THE LETTER OF OFFER RELATES IS NOT,
AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY SECURITIES OR RIGHTS FOR SALE IN THE
UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THE
LETTER OF OFFER / THIS ABRIDGED LETTER OF OFFER, RIGHTS ENTITLEMENT LETTER AND APPLICATION FORM SHOULD
NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or renunciation from any person, or the agent
of any person, who appears to be, or who our Company, or any person acting on behalf of our Company, has reason to believe is, in the United
States when the buy order is made. No payments for subscribing for the Rights Equity Shares shall be made from US bank accounts and all
persons subscribing for the Rights Equity Shares and wishing to hold such Rights Equity Shares in registered form must provide an address for
registration of the Rights Equity Shares in India.
We, the Registrar, the Lead Manager or any other person acting on behalf of us, reserves the right to treat as invalid any Application Form which:
(i) does not include the certification set out in the Application Form to the effect that the subscriber does not have a registered address (and
is not otherwise located) in the United States and is authorised to acquire the Rights Entitlements and the Rights Equity Shares in compliance
with all applicable laws and regulations; (ii) appears to us or its agents to have been executed in, electronically transmitted from or dispatched
from the United States; (iii) where a registered Indian address is not provided; or (iv) where we believe that Application Form is incomplete or
acceptance of such Application Form may infringe applicable legal or regulatory requirements; and we shall not be bound to allot or issue any
Rights Equity Shares in respect of any such Application Form.
Rights Entitlements may not be transferred or sold to any person in the United States.
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including
the risks involved. The Rights Equity Shares in the Issue have neither been recommended nor approved by SEBI, nor does SEBI guarantee the
accuracy or adequacy of the contents of the Letter of Offer. Specific attention of the investors is invited to the section titled “Risk Factors” on
page 23 of the Letter of Offer and “Internal Risk Factors” on page 6 of this Abridged Letter of Offer before making an investment in the Issue.
Name of the Lead Manager Choice Capital Advisors Private Limited
and Contact Details Sunil Patodia Tower, Plot No. 156-158,
J.B. Nagar, Andheri (East), Mumbai, 400 099, Maharashtra, India.
Telephone: +91 22 6707 9999 / 7919 E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Contact Person: Nimisha Joshi/ Mahima Shivratriwar
Website: www.choiceindia.com/merchant-investment-banking
SEBI Registration No.: INM000011872
Name of the Registrar and Cameo Corporate Services Limited
Contact Details Subramanian Building,
No.1, Club House Road,
Chennai – 600 002,
Tamil Nadu, India
Telephone: 044 – 4002 0700 E-mail: [email protected]
Investor Grievance Portal: https://wisdom.cameoindia.com
Contact Person: K. Sreepriya
Name of the Statutory M/s Deloitte Haskins & Sells LLP
Auditor
Self-Certified Syndicate The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the
Banks (“SCSBs”) website of SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and
updated from time to time. For details of branches of the SCSBs named by the respective SCSBs to receive
the ASBA Forms from the Designated Intermediaries, please refer to the above-mentioned link.
Banker to the Issue YES Bank Limited
SUMMARY OF BUSINESS
PRIMARY BUSINESS OF OUR COMPANY
Our Company is an R&D focused, API company, based in India, engaged in manufacturing and development of APIs and offering services,
including contract research and manufacturing services (“CRAMS”) for development of semi-synthetic new chemical entity (“NCE”) APIs.
For further details, see “Our Business” on page 107 of the Letter of Offer.
OBJECTS OF THE ISSUE
Our Company intends to utilise the Net Proceeds from the Issue towards funding of the following objects:
(₹ in crore)
Particulars Estimated amount (up to)
Repayment and/or pre-payment of a portion of certain outstanding borrowings availed by our Company 334.71
General Corporate purposes* 111.57
Total Net Proceeds** 446.28
*Subject to the finalization of the Basis of Allotment and the Allotment. The amount utilised for general corporate purposes shall not exceed
25% of the Issue Proceeds.
**Assuming full subscription and Allotment and the receipt of all Call monies with respect to the Rights Equity Shares and subject to finalization
of the Basis of Allotment and to be adjusted per the Rights Entitlement Ratio. In the event the Issue is not fully subscribed, our Company shall
first utilize the Net Proceeds towards repayment and/or pre-payment of a portion of outstanding borrowings (including interest) availed by
our Company up to the estimated amount mentioned above, and use the remaining Net Proceeds, if any, towards general corporate purposes,
provided that the total amount utilised towards general corporate purposes shall not exceed 25% of the Issue Proceeds.
For further details, see “Objects of the Issue” on page 60 of the Letter of Offer.
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Means of finance
Our Company proposes to meet the entire requirement of funds for the proposed objects of the Issue from the Net Proceeds and identifiable
internal accruals. Therefore, our Company is not required to make firm arrangements of finance through verifiable means towards at least 75%
of the stated means of finance, excluding the amount to be raised from the Issue.
Proposed Schedule of Implementation or Deployment of Net Proceeds:
Our Company is raising 35% of the Issue Proceeds on Application with balance monies being raised in subsequent Calls as may be decided by
our Board or a committee of our Board from time to time. The following table provides for the proposed deployment of funds to be raised at
Application after deducting Issue related expenses.
(in ₹ crore)
Particulars of objects Amount Proposed schedule for deployment of the Net Proceeds
proposed to be Fiscal 2025 Fiscal 2026*** Fiscal 2027***
funded from the At Application Through first Call Through last Call
Net Proceeds
Repayment and/or pre-payment, in full or part, of certain 334.71 117.15 117.15 100.41
borrowings availed by our Company
General corporate purposes* 111.57 39.05 39.05 33.47
Total Net Proceeds** 446.28 156.20 156.20 138.88
*Subject to the finalization of the Basis of Allotment and the Allotment. The amount utilised for general corporate purposes shall not exceed
25% of the Issue Proceeds.
**Assuming full subscription in the Issue and subject to finalization of the Basis of Allotment and to be adjusted per the Rights Entitlement
Ratio. In the event the Issue is not fully subscribed, our Company shall first utilise the Net Proceeds towards repayment of certain borrowings
up to the estimated amount mentioned above, and use the remaining Net Proceeds, if any, towards general corporate purposes, provided that
the total amount utilised towards general corporate purposes shall not exceed 25% of the Issue Proceeds.
***Since our Company shall appoint a Monitoring Agency in terms of Regulation 82 of the SEBI ICDR Regulations, our Company can make
Calls for payment of Call Monies beyond 12 months from the date of Allotment of Rights Equity Shares.
The Net Proceeds will be completely utilized for the purposes stated above by Fiscal 2027, the same would be utilized for achieving the objects
of the Issue in compliance with all applicable laws and regulations.
Name of Monitoring Agency: CRISIL Ratings Limited
EQUITY SHAREHOLDING PATTERN OF THE COMPANY AS ON DATE OF THE LETTER OF OFFER
a. The shareholding pattern of our Company as of March 31, 2024, can be accessed on the website of BSE at https://www.bseindia.com/
stock-share-price/solara-active-pharma-sciences-ltd/solara/541540/shareholding-pattern/ and on NSE at https://www.nseindia.com/companies-
listing/corporate-filings-shareholding-pattern?symbol=SOLARA&tabIndex=equity
b. The statement showing holding of Equity Shares of persons belonging to the category “Promoters and Promoter Group” including the details
of lock-in, pledge and encumbrance thereon, as of March 31, 2024, can be accessed on the website of BSE at https://www.bseindia.com/
corporates/shpPromoterNGroup.aspx?scripcd=541540&qtrid=121.00&QtrName=March%202024 and on NSE at https://www.nseindia.com/
companies-listing/corporate-filings-shareholding-pattern?symbol=SOLARA&tabIndex=equity
c. The statement showing holding of Equity Shares of persons belonging to the category “Public” including Equity Shareholders holding
more than 1% of the total number of Equity Shares as of March 31, 2024, as well as details of Equity Shares which remain unclaimed for
public shareholders can be accessed on the website of BSE at https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=541
540&qtrid=121.00&QtrName=March%202024 and on NSE at https://www.nseindia.com/companies-listing/corporate-filings-shareholding-pa
ttern?symbol=SOLARA&tabIndex=equity
For more details, see “Capital Structure” on page 57 of the Letter of Offer.
BOARD OF DIRECTORS
Name Designation Other Directorships
Kartheek Chintalapati Raju Chairman and Non-Executive and Non- Nil
Independent Director
Poorvank Purohit Managing Director and Chief Executive Officer Nil
Mohan Muthunarayanan Additional Director (Executive) Nil
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
BOARD OF DIRECTORS
Name Designation Other Directorships
Ankur Nand Tadani Non-Executive and Non Independent Director a. Steriscience Specialties Private Limited;
b. Tata Passenger Electric Mobility Limited;
c. Fourth Partner Energy Private Limited;
d. API Holdings Limited;
e. Dr. Agarwal’s Health Care Limited;
f. Rhea Healthcare Private Limited; and
g. Nova Medical Centers Private Limited
Arun Kumar Pillai Non-Executive and Non-Independent Director a. Strides Pharma Science Limited;
b. Quadgen Wireless Solutions Private Limited; and
c. Onesource Specialty Pharma Limited.
Ramakrishnan Rajagopal Independent Director a. Multivision Business Solutions Private Limited; and
b. Murudeshwar Décor Private Limited
Kausalya Santhanam Independent Director a. Strides Pharma Science Limited;
b. Desh Seva Samiti; and
c. Sequent Scientific Limited
Rajendra Kumar Srivastava Independent Director a. Happiest Minds Technologies Limited
Rajiv Vijay Nabar Independent Director a. Tac Infosec Limited
For more details, see “Our Management” on page 121 of the Letter of Offer.
NEITHER OUR COMPANY NOR OUR PROMOTERS NOR ANY OF OUR DIRECTORS HAVE BEEN OR ARE IDENTIFIED AS
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS.
FINANCIAL INFORMATION
Following are the details as per the Audited Consolidated Financials as at and for the Financial Years ended on March 31, 2022 and March 31,
2023 and unaudited limited reviewed results for the nine– months period ended December 31 2023:
(₹ in crores)
S. Particulars Unaudited Limited Reviewed Audited Consolidated Financials
No. December 31, 2023 March 31, 2023 March 31, 2022
1. Authorised Share Capital 120.00 120.00 120.00
2. Paid-up Capital 36.00 36.00 36.00
3. Net Worth attributable to Equity Shareholders 1,188.76 1500.21 1524.87
4. Total Revenue 1029.95 1466.36 1288.36
5. Profit / (Loss) for the year (312.05) (22.25) (58.29)
6. Earnings per Share (basic & diluted) (in ₹) (86.69) (6.16) (16.18)
7. Net Asset Value per Equity Share (in ₹) 330.21 416.73 423.58
8. Total Borrowings 953.72* 1,001.15 1,024.57
* As on February 29, 2024
For further details, see “Financial Information” on page 127 of the Letter of Offer.
INTERNAL RISK FACTORS
The below mentioned risks are the top five risk factors as per the Letter of Offer
1. One of the service providers of our Company has filed a petition to initiate CIRP proceedings against our Company, which, if admitted,
will have an adverse impact on our operations and indirectly our business and financial conditions.
2. We predominantly rely on our top 10 customers for a majority of the portion of our revenue from operations. A loss of any of these
customers or a significant decrease in revenue from any of those customers may adversely affect our business, results of operations and
financial condition. Further, there is no assurance that future orders will be given to us by such customers.
3. Our Manufacturing Facilities and products are subject to inspection process by various regulatory authorities, including USFDA, and if we
receive a warning letter or sanction as a result of such an inspection, our ability to manufacture our products may be adversely affected.
4. If we do not successfully commercialize our products under development, or if the APIs and other products that we commercialize do not
perform as expected, our business, results of operations, financial condition and cash flows may be adversely affected.
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
5. If products containing our Company’s APIs cause, or are perceived to cause, severe side effects, the sales of such products may decrease,
which may have an adverse effect on our revenues and profitability.
For further details, see “Risk Factors” beginning on page 21 of the Letter of Offer.
SUMMARY OF OUTSTANDING LITIGATION, CLAIMS AND REGULATORY ACTION
A summary of the pending tax proceedings and other material litigations involving our Company, our Promoter, our Directors and our Subsidiaries
is provided below:
Nature of cases Number of Amount
cases (in ₹ crore) *#
Company
Proceedings involving issues of moral turpitude or criminal liability on the part of our Company. 4 6.16
Material violations of the statutory regulations by our Company. Nil Nil
Matters involving economic offences where proceedings have been initiated against our Company. Nil Nil
Civil proceedings where the amount involved is equivalent to or in excess of ₹2.02 crore or proceedings 2 10.87
that would materially and adversely affect the operations or the financial position of our Company if
they result in an adverse outcome.
Tax proceedings where the amount involved is equivalent to or in excess of the Materiality Threshold 4 118.33
Total 10 135.36
Subsidiaries
Proceedings that would materially and adversely affect the operations or the financial position of our Nil Nil
Company if they result in an adverse outcome.
Proceedings involving issues of moral turpitude or criminal liability on the part of our Subsidiaries. Nil Nil
Material violations of the statutory regulations by our Subsidiaries. Nil Nil
Matters involving economic offences where proceedings have been initiated against our Subsidiaries. Nil Nil
Civil proceedings where the amount involved is equivalent to or in excess of ₹2.02 crore. Nil Nil
Total Nil Nil
For details, see “Outstanding Litigations and Defaults” on page 216 of the Letter of Offer.
TERMS OF THE ISSUE
In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI ICDR Master Circular and the ASBA Circulars, all Investors desiring
to make an Application in this Issue are mandatorily required to use the ASBA process. Investors should carefully read the provisions applicable
to such Applications before making their Application through ASBA.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI ICDR Master Circular, the credit of Rights Entitlements
and Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our Company shall credit
the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in dematerialised form; and (ii) a
demat suspense escrow account (namely “SOLARA ACTIVE PHARMA SCIENCES LIMITED RIGHTS ISSUE SUSPENSE ESCROW DEMAT
ACCOUNT”) opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity
Shares held in the account of the IEPF Authority; or (b) the demat accounts of the Eligible Equity Shareholder which are frozen or suspended
for debit and/or credit or the Equity Shares which are lying in the unclaimed suspense account (including those pursuant to Regulation 39 of
the SEBI Listing Regulations) or details of which are unavailable with our Company or with the Registrar to the Issue on the Record Date; or
(c) Equity Shares held by Eligible Equity.
Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible Equity
Shareholders to our Company or Registrar to the Issue; or (d) credit of the Rights Entitlements returned/reversed/failed; or e) the ownership
of the Equity Shares currently under dispute, including any court proceedings, if any. Eligible Equity Shareholders, holding Equity Shares in
physical form as on Record Date are requested to provide relevant details (such as copies of self-attested PAN and client master sheet of demat
account etc., details/records confirming the legal and beneficial ownership of their respective Equity Shares) to our Company or the Registrar to
the Issue not later than two Working Days prior to the Issue Closing Date, i.e., June 06, 2024 to enable the credit of their Rights Entitlements
by way of transfer from the demat suspense escrow account to their demat account at least one day before the Issue Closing Date, to enable
such Eligible Equity Shareholders to make an application in this Issue, and this communication shall serve as an intimation to such Eligible
Equity Shareholders in this regard. Such Eligible Equity Shareholders are also requested to ensure that their demat account, details of which
have been provided to our Company or the Registrar account is active to facilitate the aforementioned transfer.
In accordance with the SEBI ICDR Master Circular, the resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Record Date and who have not furnished the details of their demat account to the Registrar or our Company at least two Working Days prior
to the Issue Closing Date, shall not be eligible to make an Application for Rights Equity Shares against their Rights Entitlements with respect
to the equity shares held in physical form.
The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make Applications in this Issue basis the
Rights Entitlement credited in their respective demat accounts or demat suspense escrow account, as applicable. For further details on the Rights
Entitlements and demat suspense escrow account, see “Terms of the Issue - Credit of Rights Entitlements in demat accounts of Eligible Equity
Shareholders” on page 246 of the Letter of Offer.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights Entitlements available in a particular
demat account or entire respective portion of the Rights Entitlements in the demat suspense escrow account in case of resident Eligible Equity
Shareholders holding shares in physical form as on Record Date and applying in this Issue, as applicable. In case of Investors who have provided
details of demat account in accordance with the SEBI ICDR Regulations, such Investors will have to apply for the Rights Equity Shares from
the same demat account in which they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors are required
to submit a separate Application Form for each demat account.
Investors may apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch of the SCSB or online/electronic
Application through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money payable
on the Application in their respective ASBA Accounts.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein the ASBA Account in which an amount
equivalent to the amount payable on Application as stated in the Application Form will be blocked by the SCSB.
Investors should note that they should very carefully fill-in their depository account details and PAN in the Application Form or while
submitting application through online/electronic Application through the website of the SCSBs (if made available by such SCSB).
Please note that incorrect depository account details or PAN or Application Forms without depository account details shall be treated
as incomplete and shall be rejected. For details, see “Terms of the Issue–- Grounds for Technical Rejection” on page 242 of the Letter of
Offer. Our Company, the Lead Manager, the Registrar to the Issue and the SCSBs shall not be liable for any incomplete or incorrect
demat details provided by the Investors.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to participate in this Issue by
making plain paper Applications. Please note that SCSBs shall accept such applications only if all details required for making the application as
per the SEBI ICDR Regulations are specified in the plain paper application and that Eligible Equity Shareholders making an application in this
Issue by way of plain paper applications shall not be permitted to renounce any portion of their Rights Entitlements. For details, see “Terms of
the Issue - Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA process” on page 237 of the Letter of Offer.
Making of an application through the ASBA process
An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an ASBA enabled bank account with SCSBs,
prior to making the Application. Investors desiring to make an Application in this Issue, may submit the Application Form in physical mode to
the Designated Branches of the SCSB or online/electronic Application through the website of the SCSBs (if made available by such SCSB) for
authorizing such SCSB to block Application Money payable on the Application in their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form and have provided an authorisation to the SCSB, via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Application Money mentioned in the Application Form, as the case
may be, at the time of submission of the Application.
The list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, is available at www.sebi.gov.in/sebiweb/other/
OtherAction.do?doRecognisedFpi=yes&intmId=34.
Please note that subject to SCSBs complying with the requirements of the SEBI circular bearing reference number CIR/CFD/DIL/13/2012 dated
September 25, 2012, within the periods stipulated therein, Applications may be submitted at the Designated Branches of the SCSBs. Further, in
terms of the SEBI circular bearing reference number CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making Applications
by SCSBs on their own account using ASBA facility, each such SCSB should have a separate account in its own name with any other SEBI
registered SCSB(s). Such account shall be used solely for the purpose of making an Application in this Issue and clear demarcated funds should
be available in such account for such an Application.
The Lead Manager, our Company, their directors, their employees, affiliates, associates and their respective directors and officers and the
Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc., in relation to Applications
accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and
uploaded without blocking funds in the ASBA Accounts.
Investors applying through the ASBA facility should carefully read the provisions applicable to such Applications before making their Application
through the ASBA process.
Making of an Application by Eligible Equity Shareholders on Plain Paper under ASBA process
An Eligible Equity Shareholder in India who is eligible to apply may make an Application to subscribe to this Issue on plain paper in terms
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
of Regulation 78 of SEBI ICDR Regulations in case of non-receipt of Application Form as detailed above. In such cases of non-receipt of the
Application Form through physical delivery (where applicable) and the Eligible Equity Shareholder not being in a position to obtain it from any
other source may make an Application to subscribe to this Issue on plain paper with the same details as per the Application Form that is available
on the website of the Registrar, Stock Exchanges or the Lead Manager. An Eligible Equity Shareholder shall submit the plain paper Application
to the Designated Branch of the SCSB for authorising such SCSB to block Application Money in the said bank account maintained with the
same SCSB. Applications on plain paper will not be accepted from any Eligible Equity Shareholder who has not provided an Indian address.
Please note that SCSBs shall accept such applications only if all details required for making the application as per the SEBI ICDR Regulations
are specified in the plain paper application. If an Eligible Equity Shareholder makes an Application both in an Application Form as well as on
plain paper, both applications are liable to be rejected.
Please note that in terms of Regulation 78 of the SEBI ICDR Regulations, the Eligible Equity Shareholders who are making the Application on
plain paper shall not be entitled to renounce their Rights Entitlements and should not utilize the Application Form for any purpose including
renunciation even if it is received subsequently.
The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order and as per specimen
recorded with his/her bank, must reach the office of the Designated Branch of the SCSB before the Issue Closing Date and should contain the
following particulars:
1. Name of our Company, being Solara Active Pharma Sciences Limited;
2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per specimen recorded with our
Company or the Depository);
3. Folio Number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date)/DP and Client ID;
4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed by the courts,
PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of joint names, irrespective of the total value of
the Equity Shares applied for pursuant to this Issue;
5. Number of Equity Shares held as on Record Date;
6. Allotment option – only dematerialised form;
7. Number of Rights Equity Shares entitled to;
8. Number of Rights Equity Shares applied for within the Rights Entitlements;
9. Number of Additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements have been applied for);
10. Total number of Rights Equity Shares applied for;
11. Total amount paid at the rate of ₹131.25 per Rights Equity Share (as the application money);
12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant SCSB;
13. In case of non-resident Eligible Equity Shareholders making an application with an Indian address, details of the NRE/FCNR/NRO account
such as the account number, name, address and branch of the SCSB with which the account is maintained;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money in the ASBA Account;
15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and order as they appear in the
records of the SCSB);
16. An approval obtained from any regulatory authority, if required, shall be obtained by the Eligible Equity Shareholders and a copy of such
approval from any regulatory authority, as may be required, shall be sent to the Registrar at www.cameoindia.com; and
17. All such Eligible Equity Shareholders are deemed to have accepted the following:
“I/We understand that neither the Rights Entitlements nor the Rights Equity Shares have been, or will be, registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any United States state securities laws, and may not be offered, sold, resold or otherwise
transferred within the United States or to the territories or possessions thereof (the “United States”), except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act. I/we understand the Rights Equity Shares referred to in this
application are being offered and sold in offshore transactions only outside the United States in compliance with Regulation S under the Securities
Act (“Regulation S”) to existing shareholders and located in jurisdictions where such offer and sale of the Rights Equity Shares is permitted
under laws of such jurisdictions. I/We understand that the Issue is not, and under no circumstances is to be construed as, an offering of any
Rights Equity Shares or Rights Entitlements for sale in the United States, or as a solicitation therein of an offer to buy any of the said Rights
Equity Shares or Rights Entitlements in the United States. I/We confirm that I am/we are (a) not in the United States and eligible to subscribe
for the Rights Equity Shares under applicable securities laws, (b) complying with laws of jurisdictions applicable to such person in connection
with the Issue, and (c) understand that neither our Company, nor the Registrar to the Issue, the Lead Manager or any other person acting on
behalf of our Company will accept subscriptions from any person, or the agent of any person, who appears to be, or who our Company, the
Registrar to the Issue, the Lead Manager or any other person acting on behalf of our Company have reason to believe is in the United States
or is outside of India and ineligible to participate in this Issue under the securities laws of their jurisdiction.
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
I/We will not offer, sell or otherwise transfer any of the Rights Equity Shares which may be acquired by us in any jurisdiction or under any
circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation. I/
We satisfy, and each account for which I/we are acting satisfies, (a) all suitability standards for investors in investments of the type subscribed
for herein imposed by the jurisdiction of my/our residence, and (b) is eligible to subscribe and is subscribing for the Rights Equity Shares and
Rights Entitlements in compliance with applicable securities and other laws of our jurisdiction of residence.
I/We acknowledge that we, the Lead Manager, its affiliates and others will rely upon the truth and accuracy of the foregoing representations
and agreements.”
In cases where Multiple Application Forms are submitted for Applications pertaining to Rights Entitlements credited to the same demat account
or in demat suspense escrow account, as applicable, including cases where an Investor submits Application Forms along with a plain paper
Application, such Applications shall be liable to be rejected. Investors are requested to strictly adhere to these instructions. Failure to do so
could result in an Application being rejected, with our Company, the Lead Manager and the Registrar to the Issue not having any liability to
the Investor. The plain paper Application format will be available on the website of the Registrar to the Issue at www.cameoindia.com.
Our Company, the Lead Manager and the Registrar to the Issue shall not be responsible if the Applications are not uploaded by the SCSB or
funds are not blocked in the Investors’ ASBA Accounts on or before the Issue Closing Date.
Rights Entitlement Ratio
The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of 1 (one) Rights Equity Share for
every 3 (three) fully paid-up Equity Shares held on the Record Date.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of 1 (one) Rights Equity Share for
every 3 (three) fully paid-up Equity Shares held on the Record Date. If the shareholding of any of the Eligible Equity Shareholders is less than
3 (three) or not in the multiple of 3 (three) the fractional entitlement of such Eligible Equity Shareholders shall be ignored in the computation
of the Rights Entitlement. However, the Eligible Equity Shareholders whose fractional entitlements are being ignored as above will be given
preferential consideration for the Allotment of one Additional Rights Equity Share each if they apply for Additional Rights Equity Shares over
and above their Rights Entitlement. For example, if an Eligible Equity Shareholder holds four Equity Shares, such Equity Shareholder will be
entitled to 1 (one) Rights Equity Shares and will also be given a preferential consideration for the Allotment of 1 (one) additional Rights Equity
Share if such Eligible Equity Shareholder has applied for Additional Rights Equity Shares, over and above their Rights Entitlements, subject to
availability of Rights Equity Shares in this Issue post allocation towards Rights Entitlements applied for.
Further, the Eligible Equity Shareholders holding less than three Equity Shares shall have 0 (zero) entitlement in the Issue. Such Eligible Equity
Shareholders are entitled to apply for additional Equity Shares and will be given preference in the allotment of 1 (one) additional Equity Share
if, such Eligible Equity Shareholders apply for the additional Equity Shares. However, they cannot renounce the same in favour of third parties
and the application forms shall be non-negotiable.
Credit of Rights Entitlement in demat accounts of Eligible Equity Shareholders
In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting of the Rights Entitlements to the demat
accounts of the Eligible Equity Shareholders in a dematerialized form. Our Company shall apply for a separate ISIN for the Rights Entitlements/A
separate ISIN for the Rights Entitlements has also been generated which is INE624Z20016. The said ISIN shall remain frozen (for debit) until
the Issue Opening Date. The said ISIN shall be suspended for transfer by the Depositories post the Issue Closing Date.
Renunciation of Rights Entitlements
This Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements credited to their respective demat
account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions of FEMA
Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time. However, the facility of renunciation
shall not be available to or operate in favour of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in compliance with
the FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights Entitlements, using the
secondary market platform of the Stock Exchanges or through an off-market transfer. In accordance with SEBI/HO/CFD/DIL2/CIR/P/2020/13
dated January 22, 2020, Shareholders holding shares in physical form shall be required to provide their demat account details to our Company
and the Registrar for credit of Rights Entitlements not later than 2 (two) Working Days prior to the Issue Closing Date, such that credit of
Rights Entitlements in their demat account takes place at least 1 (one) day before the Issue Closing Date.
Procedure for Renunciation of Rights Entitlements
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts, either in full or in part (a)
by using the secondary market platform of the Stock Exchanges, (the “On Market Renunciation”); or (b) through an off-market transfer (the
“Off Market Renunciation”), during the Renunciation Period. The Investors should have the demat Rights Entitlements credited/lying in his/
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
her own demat account prior to the renunciation. The trades through On Market Renunciation and Off Market Renunciation will be settled by
transferring the Rights Entitlements through the depository mechanism.
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the Rights Entitlements. Investors
who intend to trade in the Rights Entitlements should consult their tax advisor or stock-broker regarding any cost, applicable taxes, charges and
expenses (including brokerage) that may be levied for trading in Rights Entitlements.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or before the Issue Closing Date shall
lapse and shall be extinguished after the Issue Closing Date.
On Market Renunciation
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by trading/selling them on the
secondary market platform of the Designated Stock Exchange, through a registered stock-broker in the same manner as the existing Equity Shares.
In this regard, in terms of provisions of the SEBI ICDR Regulations, and the SEBI ICDR Master Circular, the Rights Entitlements credited to the
respective demat accounts of the Eligible Equity Shareholders shall be admitted for trading on the Stock Exchanges under ISIN INE624Z20016
subject to requisite approvals. Prior to the Issue Opening Date, our Company will obtain the approval from the Stock Exchanges, for trading
of Rights Entitlements. No assurance can be given regarding the active or sustained On Market Renunciation or the price at which the Rights
Entitlements will trade. The details for trading in Rights Entitlements will be as specified by the Stock Exchanges, from time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights Entitlements is 1 (one) Rights Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e., from May 28, 2024 to
June 05, 2024 (both days inclusive).
The Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so through their registered stock-
brokers by quoting the ISIN INE624Z20016 and indicating the details of the Rights Entitlements they intend to trade. The Investors can place
order for sale of Rights Entitlements only to the extent of Rights Entitlements available in their demat account.
The On Market Renunciation shall take place electronically on secondary market platform of BSE and NSE under automatic order matching
mechanism and on T+1 rolling settlement basis, where ‘T’ refers to the date of trading. The transactions will be settled on trade-for-trade basis.
Upon execution of the order, the stock-broker will issue a contract note in accordance with the requirements of the Stock Exchanges and SEBI.
Off Market Renunciation
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by way of an off-market
transfer through a depository participant. The Rights Entitlements can be transferred in dematerialised form only.
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights
Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date to enable Renouncees to subscribe to
the Rights Equity Shares in the Issue.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so through their depository
participant by issuing a delivery instruction slip quoting the ISIN INE624Z20016 , the details of the buyer and the details of the Rights
Entitlements they intend to transfer. The buyer of the Rights Entitlements (unless already having given a standing receipt instruction) has to issue
a receipt instruction slip to their depository participant. The Investors can transfer Rights Entitlements only to the extent of Rights Entitlements
available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository participants.
The detailed rules for transfer of Rights Entitlements through off-market transfer shall be as specified by the NSDL and CDSL from time to time.
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the Issue Opening Date only
in dematerialised form. Further, if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before Issue
Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date. No Rights Equity Shares
for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market and purchaser will
lose the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required to make an
Application to apply for Rights Equity Shares offered under Rights Issue for subscribing to the Rights Equity Shares offered under Issue.
Application for Additional Rights Equity Shares
Investors are eligible to apply for Additional Rights Equity Shares over and above their Rights Entitlements, provided that they are eligible
to apply for Rights Equity Shares under applicable law and they have applied for all the Rights Equity Shares forming part of their Rights
Entitlements without renouncing them in whole or in part. Where the number of Additional Rights Equity Shares applied for exceeds the
number available for Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the Designated Stock
Exchange. Applications for Additional Rights Equity Shares shall be considered and Allotment shall be made in accordance with the SEBI ICDR
Regulations and in the manner as set out in “Terms of the Issue - Basis of Allotment” on page 254 of the Letter of Offer.
Eligible Equity Shareholders who renounce their Rights Entitlements in full or part cannot apply for Additional Rights Equity Shares.
Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for Additional Rights Equity Shares.
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IN THE NATURE OF ABRIDGED PROSPECTUS-MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Minimum Subscription
In terms of Regulation 86 of the SEBI ICDR Regulations, the requirement of minimum subscription is not applicable to the Issue.
Intention and extent of participation by our Promoters and Promoter Group in the Issue:
Pursuant to letter dated April 23, 2024 our Promoters have confirmed that they intend to subscribe on their own account, and not through any
nominated entity or person to: (a) the full extent of their Rights Entitlement (in part or full) in the Issue in accordance with the applicable
provisions of the SEBI Takeover Regulations and not renounce their Rights Entitlement (except to the extent of Rights Entitlements renounced by
any of them in favour of our other Promoters or other member(s) of our Promoter Group); and (b) renounce, any or all, of their rights entitlement
(in part or full) in the Issue in favour of Promoter Group of our Company and/or subscription to additional Rights Equity Shares including
subscription to any unsubscribed portion in the Issue, if any, or subscription pursuant to Rights Entitlement acquired through renunciation, either
individually or jointly with any Promoters or any other members of the Promoter Group. if any, subject to compliance with the Companies Act,
the SEBI ICDR Regulations, the SEBI Takeover Regulations and other applicable laws/ regulations.
Availability of offer document of the immediately preceding public issue or rights issue for inspection
Our Company has not undertaken any further issuance of Equity Shares post its initial public offering. Further, our Company was listed pursuant
to an information memorandum in respect of the initial public offering of equity shares of our Company, which is available on the website of
the Company on www.solara.co.in for inspection in compliance with SEBI ICDR Regulations.
Any other important information as per Lead Managers and the Issuer: NIL
DECLARATION
We hereby certify that no statement made in the Letter of Offer contravenes any of the provisions of the Companies Act, the SEBI Act, and the
rules made thereunder or regulations issued thereunder, as the case may be. We further certify that all the legal requirements connected with
this Issue as also the regulations, guidelines, instructions, etc., issued by SEBI, the Government of India and any other competent authority in
this behalf, have been duly complied with.
We further certify that all disclosures made in the Letter of Offer are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
Sd/- Sd/-
Karteek Chintalapati Raju Poorvank Purohit
Chairman and Non-Executive and Non-Independent Director Managing Director and Chief Executive Officer
Sd/- Sd/-
Mohan Muthunarayanan Ankur Nand Thadani
Additional Director(Executive) (Non- Executive and Non-Independent Director)
Sd/- Sd/-
Arun Kumar Pillai Ramakrishnan Rajagopal
(Non- Executive and Non-Independent Director) (Independent Director)
Sd/- Sd/-
Kausalya Santhanam Rajendra Kumar Srivastava
(Independent Director) (Independent Director)
Sd/- Sd/-
Rajiv Vijay Nabar Arun Kumar Bhaskaran
(Independent Director) (Chief Financial Officer)
www.westernpress.in
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